^ N V\ ^ ^ \ "i -^ BV 765 .R6 1896 Roberts, William Henry, 1844-1920, Laws relating to religious corDorations LAWS RELATING TO Religious Corporations BEING A COLLECTION OF THE GENERAL STATUTES OF THE SEVERAL STATES AND TERRITORIES FOR THE INCORPORATION AND MANAGEMENT OF CHURCHES, RELIGIOUS SOCIETIES, PRESBYTERIES, SYNODS, ETC., WITH REFERENCES TO SPECIAL LEGISLATION PERTAINING TO DENOMINATIONAL CHURCHES. BY WM. HENRY ROBERTS, D.D., LL.D. Philadelphia : Presbyterian Board of Publication AND SaBBATH-SCHOOL WORK. 1896. Copyright, 1896, by the trustees of the presbyterian board of publication and sabbath- SCHOOL WORK. PREFACE. The General Assembly of the Presbyterian Church in the United States of America, in the year 1892, received over- tures from thirty-two Presbyteries asking "that some proper inquiry be made into the generally prevalent methods of man- aging the temporal affairs of our churches by means of Boards of Trustees, and that if these methods are found to be defective or injurious, that some means shall be taken to amend them." The General Assembly thereupon appointed a Committee to take into consideration the whole subject of Church Temporal- ities. The Committee was constituted as follows : Ministers — John Fox, D.D., William S. Fulton, D.D. ; Ruling Elders— Hon. Thomas Ewing, Hon. John W. Foster, and Silas B. Brownell, Esq. To this Committee the Rev. Willis G. Craig, D.D., LL.D., and the Hon. David Wills were added in 1893, and on the decease of the latter gentleman in 1895, William M. Lan- ning, Esq., was appointed in his place. In the year 1893, the Committee reported to the General Assembly, among other things, that it was " embarrassed by the fact that there never had been any satisfactory collation of the various State laws bearing on the matter " referred to them. The General As- sembly therefore empowered the Committee ' * to have made a satisfactory collation and digest of the laws of the various States connected with the management of church property." In 1894, the Committee reported that the work of compiling these laws had been completed, and that inasmuch as its preparation " required far more time and labor than any of the members of the Committee could give," it had been entrusted to the Stated Clerk of the Assembly. In addition they stated, * ' that it would serve many useful purposes, both to them and to the Church at large, to have this material in print and acces- sible to all. Future discussion of the subject would be much easier in the light of the facts thus brought out, and many Sessions, Trustees and congregations would be convenienced by being able to turn easily to the law governing their action." The Assembly of 1894, therefore, directed the Board of Publi- (iii) iv Religious Corporations. cation to publish the collection of laws. In 1895 the Commit- tee reported that " the compilation was found to need revision in order to make it thoroughly accurate, inasmuch as fourteen of the States and Territories had issued revised editions of their Statute Laws since the work of compilation was begun." In connection with this work of revision, it is proper to state, that great care has been exercised in the examination and reexamination of the Compiled Statutes, and of the Annual Statutes of the States and Territories, up to and including 1895. The new laws of the States of New York, Montana, Rhode Island, etc. , will be found in their proper places. The work is restricted as to its contents to such laws as have relation to religious corporations connected with Presby- terian churches. Many of these laws, of course, apply to churches in other Christian denominations, and the work is therefore of value to these latter to a large extent. The in- clusion of the special laws affecting particular denominations, however, would have increased largely the size of the book, and therefore, the author, with the consent of the Committee, con- fined himself to references to such laws, showing under each State where in the Collections of Statutes they can be found. [See, for instance, Illinois, p. 91.] Wherever necessary, as for instance in Arkansas, Califor- nia, Pennsylvania and New York, the general corporation laws are given, so far as they appear to have bearing upon church organizations. These general laws have not as a rule been quoted in prior works of this character. The compiler, after consultation with distinguished legal gentlemen, both members .of the Committee and others, came to the conclusion that it was best to include these laws, leaving the question of applica- bility where it belongs, with the legal profession and the courts. The decisions of courts are not included in the work, but are referred to briefly and concisely in the Introduction. Their great number and variety made it inadvisable to increase the size of the volume by including them. A list of the authorities consulted in the preparation of the work will be found immediately preceding the table of con- tents. The statutes dealing with the taxation or exemption from taxation of church property are for convenience placed by themselves at the end. The Introduction deals concisely with matters of general interest, such as the relations of churches and religious corporations, and of spiritual officers ■and trustees. Preface. v The author desires to acknowledge the kindness of the authorities and the Librarian of the Philadelphia Law Library, in giving him access to the admirable collection of Statute Laws there to be found. Thanks are also due to the officers of the Board of Publication and Sabbath-school Work for their effi- cient and cordial cooperation, to the Assembly's Committee on Church Temporalities for many courtesies, and especially to those members of the legal profession who have mate- rially aided in the work by invaluable advice. The fact is to be specially emphasized that this volume is not intended to be used as a substitute for skilled legal counsel. As a source of information it has value, but it is imperative that every church, prior to and after incorporation, should se- cure in all matters affecting property interests, the aid of the best legal talent available. Wm. Henry Roberts. CONTENTS. . XVI xviii xxiii Introduction . . f . • • • '^'i Church and State . . . . vii Churches and ReUgious Corporations ^'^ Corporations and their Charters ^' Church Property — Modes of Holding xiii Church Properly— Judicial Decisions ^^^ Trustees and Spiritual Offi- cers List of PubUcadons . . Syllabus of Laws . . • Text of Laws : Alabama ^ Alaska 4 ' Arizona 5 Arkansas i° California ^3 Colorado 26 Connecticut 34 Delaware 45 District of Columbia ... 56 Florida 61 Georgia 65 Idaho 75 Illinois 87 Indian Territory .... 91 Indiana 9^ Iowa 105 Kansas 112 Kentucky 120 Louisiana 125 Maine ■ ^32 Text of Laws : Maryland I45 Massachusetts 158 Michigan 181 Minnesota 211 Mississippi 235 Missouri 240 Montana 252 Nebraska 267 Nevada 279 New Hampshire .... 282 New Jersey 295 New Mexico 325 New York .... 333, 575 North Carolina 376 North Dakota 384 Ohio 400 Oklahoma 417 Oregon 43" Pennsylvania 437 Rhode Island 465 South Carolina . . . -471 South Dakota 475 Tennessee 478 Texas 486 Utah 495 Vermont 5^3 Virginia 5^2 Washington 5^7 West Virginia 526 Wisconsin 53° Wyoming 54^ Taxation 555 Disturbance of Worship . . -574 Index 581 (vi) INTRODUCTION. There are certain matters connected with the relations of Church and State in the United States of America; the rela- tions of churches to the corporations which hold their property ; the organization of religious corporations; the decisions of ju- dicial courts as to rights in church property ; and the relations of spiritual officers of a church to the Trustees; which rec{uire at least partial statement and explanation, in order to clear understanding of the statutes contained in this volume, and to compliance with their provisions on the part of church authori- ties. This Introduction deals with such matters consecutively and concisely, so far as deemed necessary, having in view chiefly Presbyterian churches, and with repetition of the advice given, at the close of the Preface, that upon all questions in- volving the organization and management of religious corpora- tions and the rights of church property, care be taken by church officials to secure the best legal counsel attainable. The first topic to be considered is that of THE RELATIONS OF CHURCH AND STATE. The National and State Governments of the United States of America, in so far as the rights of their citizens in matters of religion are concerned, are organized upon that fundamental principle of American Protestantism, "A free Church in a free State." The great principle thus stated, finds expression by the insertion of provisions bearing upon religious freedom in the National and State Constitutions. Article I of Amend- ments to the National Constitution contains the provision, " Congress shall make no laws respecting the establishment of religion, or prohibiting the free exercise thereof." This pro- vision is not to be understood as negativing the fact that the American nation is a Christian nation, but simpl}' forbids the tmion of Church and State, and interference by the State with the rights of conscience in matters of religion. In harmony with its requirements religious liberty is acknowledged, in one way or another, as the indefeasible right of man, in the Con- (vii) viii Religious Corporations. stitutions of all the States. To give in detail the legal provi- sions of these Constitutions bearing upon religious freedom, is beyond the scope of this work. In general, however, it can be said, that the great majority of the States enact in. their funda- mental law that every man may worship God according to the dictates of his own conscience ; that no man can be compelled, against his consent, to support or attend any church ; and that no preference shall be shown to any one sect. Twenty States enact that no human authority or law ought, in any case what- ever, to control or interfere with the rights of conscience in matters of religion; twenty-two States, that no religious test shall be required for any public trust ; seventeen States, that no money shall be taken from the public treasury in aid of any church, sect, or sectarian institution ; and at least seven States that no money shall be taken for the purpose last named from any municipal corporation. A number of these constitutional provisions are printed for information in this volume, under the names of certain of the States, such as Maine and Utah. The limitations connected with these constitutional provisions for the maintenance of religious liberty, and the separation of Church and State, are as follows : in fourteen States they are not to be used as excuses for acts of licentiousness or to justify practices inconsistent with the peace and safety of the State; in four States they are not to excuse disturbance of the public peace; and in three States they are not to justify practices in- consistent with the rights of others. The only State whose Constitution appears to favor State aid in connection with religious worship is that of New Hamp- shire. In 1 89 1 an amendment altering the Constitution in this respect was submitted to the people and defeated, so that in that wState the Legislature is still empowered to authorize the towns and parishes to make adequate provision at their own expense, for the support and maintenance of " Protestant pub- lic teachers of piety, religion and morality." Provisions some- what similar in the Constitutions of certain other of the States were many years past stricken out. The general trend of events in the United States has been increasingly in the line of absolute religious liberty, and total separation between Church and State, as set forth in a decision of the United States Supreme Court as follows: "In this country the full and free right to entertain any religious belief, to practice any religious principle, and to teach any religious doctrine which does not violate the laws of morality and property, and which Introduction. ix does not infringe personal rights, is conceded to all. The law knows no heresy, and is committed to the support of no dogmas, the establishment of no sect." It is of interest to note, in this connection, that as early as 1729, the American Presbyterian Church took decided position in favor of the largest religious liberty, and that at a time, when even in New England, Church and State were to a certain ex- tent united. That position was given, in 1788, definite expres- sion in the following words: "Civil magistrates may not as- sume to themselves the administration of the word and sacra- ments; or the power of the keys of the kingdom of heaven, or in the least interfere in matters of faith. Yet as niirsing fathers, it is the duty of civil magistrates to protect the church of our common Lord, without giving the preference to any de- nomination of Christians above the rest, in such a manner, that all ecclesiastical persons whatever shall enjoy the full, free, and unquestioned liberty of discharging every part of their sacred functions, without violence or danger. And as Jesus Christ hath appointed a regular government and discipline in his church, no law of any commonwealth should interfere with, let, or hinder, the due exercise thereof, among the voluntary members of any denomination of Christians, according to their own profession and belief. It is the duty of civil magistrates to protect the person and good name of all their people, in such an effectual manner as that no person be suffered, either upon pretence of religion or of infidelity, to offer an indignity, violence, abuse, or injury to any other person whatsoever; and to take order, that all religious and ecclesiastical assemblies be held without molestation or disturbance." (Confession of Faith, Ch. XXIII, § 3.) No churches have maintained so long and so resolutely untrammeled religious liberty, as those churches in the Republic which are known by the common names of Presbyterian and Reformed. CHURCHES AND RELIGIOUS CORPORATIONS. 1. Definition of church.— A particular church, accord- ing to the Presbyterian Form of Government, Chap. II, § 4, " consists of a number of professing Christians, with their off- spring, voluntarily associated together for divine worship and godly living, agreeably to the Holy Scriptures, and submitting to a certain form of government." 2. Constituent elements of a church.— The ecclesias- X Religious Corporations. tical body commonly known as the church is not composed ex- chisively of the persons named in the foregoing definition ; but includes in addition to the communicant members, non-com- municants, who regularly attend the services and aid in sup- porting the church. In the Presbyterian, as in many other denominations, persons who are non-commxunicants and who contribute regularly in some manner for the support of a church, are entitled to participate in the election of pastors, and their rights in the election of trustees are secured by the civil law. It is important, therefore, that these two constituent ele- ments of the church should be held clearly in view in preparing articles of association, charters, and by-laws. Provisions should be inserted in one of these latter instruments, containing a de- tailed statement of the rights both of communicants and non- communicants; and also for the exclusion froin the body of electors, of persons who do not contribute regularly for church support, provided the laws of the State permit such exclusion. 3. Church distinct from the corporation. — The church, primarily, is an ecclesiastical or spiritual body, and as such spiritual body it is not incorporated, and does not manage the temporalities. On the other hand, the corporation^ which de- rives its existence from the civil power, has nothing to do with the church as a spiritual body. It cannot alter the church faith, cannot receive or expel church members, and it cannot prevent the church receiving or expelling whomsoever that body shall see fit to receive or expel. Its sole function is to hold the title to and manage the temporalities for the uses of the spiritual body. See, also, p. xvii, 4. Personnel of the corporation. — The personnel of any particular church corporation depends upon the law of the particular State in which the corporation exists. In man)^ States it includes all the members of the ecclesiastical body, in others it is composed of trustees elected by the church, and in a few it may consist of a single person. In certain States Dea- cons or Elders may be chosen as Trustees. See Index. 5. Religious societies in New England. — The laws re- lating to religious societies in New England are peculiar in some of their provisions. These peculiarities originated in the union of Church and State during the Congregational ascen- dancy in that part of the country, when, as for instance in Massachusetts, the boundaries of towns and parishes were Introduction. xi coterminous, and both secular and ecclesiastical affairs were settled at the town meetings by the qualified voters. In the State just mentioned, until 1S31, the lands of corporations were taxed for the support of religious worship. The "parish sys- tem " of New England has, however, been greatly modified by statute during the present century, though its influence is still evident in the laws now in force. Sec, for instance, Connecti- cut, page 39, section 25; Maine, page 136, section 17; New Hampshire, page 282, section i ; and Vermont, page 505, sec- tion II. Care should be taken to incorporate Presbyterian churches, in certain of the Eastern States, under recent and general laws. CORPORATIONS AND THEIR CHARTERS. 1. Definition. — The following is the definition given by Chief Justice Marshall in the Dartmouth College case: "A corporation is an artificial being, invisible, intangible, and ex- isting only in contemplation of law. Being the mere creature of law, it possesses only those properties which the char- ter of its creation confers upon it, either expressly, or as in- cidental to its very existence. These are such as are supposed best calculated to effect the object for which it was created. Among the most important are immortality and, if the expres- sion may be allowed, individualit}'; properties by which a per- petual succession of many persons are considered as the same, and may act as a single individual." 2. Kinds of corporations. — English law divides cor- porations into ecclesiastical and lay. In the United States, however, the Church is entirely separate from the State, and there are no ecclesiastical corporations in the English sense of the term. The classification given by Thompson, in his Com- mentaries on the Laiv of Private Corporations^ is as follows: "■^Public munieipal corporations, the object of which is to pro- mote the public interests; corporations technically private, but of qnasi-public character, having in view some public enterprise in which the public interests are involved, such as railroad, turnpike, and canal companies; and corporations strictly private." 3. Private corporations. — Private corporations are cor- porations formed by mutual agreement between private per- sons, under the forms of law, for purposes of religion, benevo- xii Religious Corporations. lence, charity, business, etc. Private corporations are divided into corporations for profit and corporations not for profit. 4. Religious corporations. — Religious corporations are private corporations not for profit, formed for religious pur- poses, ordinarily either for the maintenance of religious wor- ship in accordance with the religious tenets of the corporators, or for missionary, charitable and educational objects. 5. Creation of corporations. — Only a sovereign power can create a corporation. They were created in the United States, prior to the revolution, either by royal charter or under authority derived from the crown. They are now created either by special act of a legislature, or under general laws passed by a legislature. 6. Method of organization. — Where a corporation is organized under a general law it is usually effected by written articles duly executed by the corporators. The manner of effecting such organization must conform, however, in details, to the terms of the general law of the State in which the appli- cation for the charter is made. 7. Name. — Every corporation must have a distinctive name, and Presbyterian churches when choosing a name should be careful to insert the woi"d " Presbyterian " in such name. 8. Purpose of incorporation. — It is suggested that in all articles of association and charters for Presbyterian churches, the following or equivalent words be inserted: "formed for the purpose of the worship of Almighty God and instruction in the Christian religion, according to the Confession of Faith, Form of Government, Book of Discipline, and Directory for Worship, of the Presbyterian Church in the United States of America. " 9. Filing certificates. — In most of the States, articles are required to be filed and recorded with specified officers of the law, and certificates of incorporation or certified copies of the articles are issued thereupon. 10. Charters are contracts.— The Supreme court of the United States decided in the Dartmouth college case, that under the constitution of the United States, the charter of a corporation, granted by the sovereign power, and accepted by the grantees, is a contract, in such a sense that it cannot there- Introduction. xiii after be altered or revoked without the consent of the corpora- tion, unless the State has reserved to itself the right so to alter and revoke. 11. Alteration and repeal of charters. — The general laws, under which corporations can now be formed, in the great majority of the States, contain provisions authorizing the legislatures to alter, amend or repeal any charter granted. 12. Limitations upon charters. — It should be remem- bered that charters or franchises granted to any corporation by the State, may be seized for nonuser or iiiisuser, under provis- ions of laws specifically applicable in such cases. Further, the granting of any charter does not prevent a State from exercis- ing to a reasonable extent its police power over all corpora- tions existing within its limits. Other limitations, which might be named, are not necessary to the purposes of this volume. 13. Special charters. — Wherever churches or religious corporations are in possession of special charters, granted by acts of legislatures, and when such charters contain no clause permitting the legislatures to alter, amend or revoke, it is ad- vised that such be not surrendered. Their irrepealability is a featuie of decided value. 14. Amendments by the corporation to a charter. — In many of the States, statutes have been adopted providing for the completion of defective charters, or the alteration and amendment of charters or articles of association by action on the part of the corporation desiring such modifications. [See for instance, Rhode Island, p. 466.] Sitch alterations and amendments are, as a rule, regarded as having been accepted by the corporation by the very act of application therefor. 15. Life of a corporation. — In some of the States the life or duration of a corporation is limited by law. If there be no legal limit, the corporation is perpetual. The life of a cor- poration dates from its organization, and not from the time it begins to do business. CHURCH PROPERTY— MODES OF HOLDING. An examination of the statutes contained in this volume will show, that while the provisions for the holding of the prop- erty of religious societies or churches differ greatly in matters of detail, only five general methods are in use, viz. : xiv Religious Corporations. 1. Where the churches themselves become corporations upon the execution and filing- of articles of association or by securing charters in accordance with law, as in such States as Indiana and Pennsylvania. 2. Where the churches are required to elect trustees, said trustees being constituted the corporation, as in such States as Maryland, Montana and New Jersey. 3. Where, as in Virginia and West Virginia, trustees are appointed by the courts for the churches, in order to secure their property rights. 4. Where, as in the Roman Catholic church, the property is held by the bishop. An ecclesiastic thus holding church property may be regarded as a corporation sole, though in some of the States he would not be thus held. Delaware, see p. 47, has legislation prohibiting this method of holding church prop- erty. In certain States, however, c. g., Oregon, special legis- lation has been secured, permitting this method. A reference to the index of this volume will show which of the States incorporate the churches, which incorporate the trustees, which permit corporations sole, and which provide simply for trustees for the preservation of propert}' rights. 5. Church property is sometimes held by unincorporated churches. If they have no trustees, it is doubtful whether lands can be granted by deed to such churches, but it would appear that they may receive both real and personal property by will. Unin- corporated churches wherever located, are protected, as a rule, in their property rights by the courts. It is advised that all such churches take steps, where possible, to hold their property by corporations, and that in the drafting of charters, of articles and of by-laws, the aid of competent counsel be secured. CHURCH PROPERTY—JUDICIAL DECISIONS. The decisions of the civil courts affecting the rights to property held by churches and religious societies are numerous. For the purposes of this introduction the statements following are sufficient. These statements deal with the decisions of civil courts directly connected with property rights, and also set forth the weight with such courts of the decisions and deliverances made by ecclesiastical courts. 1. Specific trusts. — Property which by deed or will of the donor, or by other instrument, is held for the express pur- pose of teaching some specific form of doctrine, or for any Introduction. xv other religious object, cannot be diverted from such purpose or object, so long- as there are any persons willing to carry out the objects of the trusts, or who, having a standing in court, are prepared to insist upon the execution of the same. For in- stance, trusts created for the teaching of the Presbyterian sys- tem of doctrine, or for the maintenance of a home for the or- phans of deceased Presbyterian ministers, cannot be diverted to any other purposes. 2. Trusts will not be allowed to fail for want of a trustee. — If, in case of a given specific trust, the trustees fail, the courts if applied to, will provide new trustees, and will carry into effect the intent of the donor or testator so far as the same can be ascertained. 3. Property of independent self-governing congre- gations.— The property of purely independent churches, which are controlled in their management by a majority of voices, if there be no specific trust involved, in case of controversy, will be given to the majority of the members. In cases affecting this class of churches, the civil courts will not even inquire as to whether there has been any change in the religious views of the congregation. 4. Property of denominational churches.— The prop- erty of a denominational church, in cases of dispute, will be given by the civil courts to those persons who are recognized by the highest denominational court as being the church or congregation. For instance, the property of a Presbyterian church, should the church unhappily be divided by controversy, will be given by the civil courts to that portion of the church which is recognized as the church by the highest church court. 5. A State Legislature cannot authorize by statute the transfer of property from one denomination to another. — In a case which arose in the State of Virginia, the majority of a Methodist Protestant church, withdrew from that denomination and joined the Methodist Episcopal church. Said majority claimed the right to take the property with them, and the Legislature of Virginia passed an act providing that in the case of the division of a church or religious society, a ma- jority of the members should determine the rights of church property, after report duly made to a civil court. The decision rendered in the case was, that the provision respecting contracts in the Constitution of the United States, and found also in the xvi Religious Corporations. Constitution of Virginia, made the said act of the Legislature void, and that the property could not be so diverted. 6. Ecclesiastical decisions are final in ecclesiastical matters. — Where the highest ecclesiastical authority of a de- nomination decides a question of church law, discipline, or usage, or acknowledges certain parties as being the parties en- titled to due ecclesiastical recognition, such decision will not be reviewed in the civil courts, but will be regarded by them as final. For instance, a church member expelled from a Presby- terian church, or a Presbyterian minister duly deposed, by competent ecclesiastical authority, cannot secure reinstatement by action in the civil courts. The latter courts will decline jurisdiction. Further, the ecclesiastical court is the exclusive judge of its own jurisdiction. 7. Divided church. — Where a particular church or con- gregation is divided by reason of controversy, and a schism re- sults, that party which secures the recognition of the highest ecclesiastical court of the denomination, will be recognized by the civil courts as the church. 8. Seceding members. — The members of any church, whether independent or denominational, who secede therefrom, and form a new church, lose all their rights in the property. 9. Minority controls in certain cases. — If the majority of the members of a church belonging to a denomination, with- draws from the denomination, they cannot take the property with them. If the withdrawal be persisted in, the result will be to give the control of the property to the minority who ad- here to the denomination. 10. Denominational divisions. — Where a denomination is divided by reason of controversy, the use of the property of its congregations, in each case, will be in those persons who are in harmony with the supreme ecclesiastical authority. The ecclesiastical connection is indissoluble. THE TRUSTEES AND THE SPIRITUAL OFFICERS. 1. General usage. — Careful examination of the laws and decisions of all the States, with reference to the powers and duties of the trustees of churches and religious societies, leads to the conclusion that they hold and administer the property in their charge, solely for the use and benefit of the church in- Introduction. xvii eluded within or connected with the corporation, and if the church is denominational in its character, that they are bound in their manag-enient of said property, by the laws, rules and usages of the denomination with which the Church is connected. The spiritual officers as the direct representatives of the de- nomination, are the controlling- power in the use of the prop- erty; and in some of the States, for instance Kansas, p. 119, provision is made by law forbidding trustees to interfere with the functions of spiritual officers. 2. Trustees subject in ecclesiastical matters to the session in Presbyterian churches. — In the use of the prop- erty for church purposes, the trustees of a Presbyterian church are subject to the session. The law of the Presbyterian Church in the U.S.A. is contained in the following deliverance made by the General Assembly of 1893, viz. : "The General Assembly takes notice that the exclusive authority of the Session over the worship of the Church, in- cluding not only the times and places of preaching the Word, but also the miisic and the use of the Church buildings, is not sufficiently appreciated by the Church at large, and that there are frec|uent complaints that trustees of congregations assume powers and authorit}"^ especially over music and the use of church buildings, which are not warranted by, but in conflict with, the Constitution of the Church. The Assembly enjoins 'upon the churches loyal adherence to our Form of Govern- ment, providing that the authority of the Session over all matters of worship is paramount, and at the same time recom- mends that all such questions be treated by the Session with Christian tact and courtesy, in the spirit of love and forbear- ance" [MtriMtc's, 1893, p. 90]. This position of the General Assembly is in harmony with a decision of the United States Supreme Court, in a case ap- pealed to it, to the effect that, by the act of the Legislature creating the trustees of a given church a body corporate, and by the acknowledged rules of the Presbyterian Church, the trustees were the mere nominal title-holders and custodians of the church property, and other trustees were or could be elected by the congregation to supply their places ; and that in the use of the property for all religious services or ecclesiastical purposes, the trustees were under the control of the church session. LIST OF WORKS CONTAINING COLLECTIONS OF THE STATUTES OF THE SEVERAL STATES AND TERRITORIES. NOTE. These collections of Statutes are continued, as a rule, by volumes containing- the Annual or the Biennial Statutes of the several States and Territories. The Legisla- tures of States marked with a star (*) meet Annually. Alabama. The Code of Alabama. Prepared by Robert C. Brickel, Peter Hamilton and John P. Tillman, Commissioners. 2 vols., 8vo, 1887. Alaska. The laws affecting Alaska are to be found in the U. S. Stat- utes. The laws affecting Churches are printed on pp. 4 and 5 of this volume. Arizona. Revised Statutes of Arizona, i vol., Svo, 1887. Arkansas. A Digest of the Statutes of Arkansas, Embracing all Laws of a General Nature. By L. P. Sandels and Joseph M. Hill, i vol., Svo, 1893. California. The Codes and Statutes of California. By F. P. Deering. 4 vols., Svo, 1SS5. Supplement. By F. P. Deering and J. H. Deer- ing, Jr. I vol., Svo, 1S89. Colorado. Mills' Annotated Statutes of the State of Colorado, Em- bracing the General Statutes of 1SS3, and all General Laws enacted since that Compilation (except the Code of Civil Procedure) in force January i, 1891. Edited and Annotated by J. Warner Mills. 2 vols., Svo, 1891. Connecticut. The General Statutes of Connecticut. Revision of 1887. In force January 1, 1SS8. Pitblished by authority of the State. I vol., Svo, 1S87. Delaware. Revised Statutes of the State of Delaware of 1852, with the Additional Laws of a Public and General Nature enacted to 1893. Published by authority of the General Assembly. 1 vol., Svo, 1893. District of Columbia. Digest of Decisions of the Courts of Last Re- sort in the District of Columbia, together with a Compilation of the Revised Statutes of the U. S., and the Revised Statutes relating to the District of Columbia, in most frequent use in the District. By Thos. S. Cogley. 2 vols., Svo, 1892. (xviii.) List of Publications. xix Florida. The Revised Statutes of the State of Florida. Published by authority of the Legislature. Prepared by W. A. Blount, C. M. Cooper and L. C. Massey, Commissioners. In effect June 14, 1892. I vol., Svo, 1892. Georgia.* The Code of the State of Georgia. Fourth edition. Pre- pared by Geo. N. Lester, C. Rowell and W. B. Hill, Commissioners. Published bj^ authority of the General Assembly, i vol., Svo, 1882. Idaho. The Revised Statutes of Idaho Territory. In force June i, 1887. I vol., Svo, 18S7. Illinois. Annotated Statutes of the State of Illinois. In force January I, 1885. Edited by Merritt Starr and Russell H. Curtis. 2 vols,, Svo, 1885. Supplement, i vol., Svo, 1892. Indian Territory. No laws published. Indiana. Annotated Statutes of the State of Indiana. In force Janu- ary I, 1894. By Harrison Burns. 3 vols., Svo, 1894. Iowa. New Revised and Annotated Code of Iowa Edition of 1888. To July 4, 1888. By Wm. E. Miller. Annotated, i vol., Svo, 18S8. Kansas. General Statutes of Kansas, 1889. Annotated. Published by authority of the Legislature. By Irwin Taylor. 2 vols., Svo, 1S89. Kentucky. The Kentucky Statutes. By J. Barbour and John D. Carroll, i vol., Svo, 1894. Louisiana. Revised Laws of Louisiana. Approved Ma*ch 14, 1870. With Copious References to the Acts of the Legislature from 1870 up to 1882. Compiled and Edited by Hon. Albert Voorhees. Second Edition, i vol., Svo, 1884. Also Revised Civil Code of Louisiana. By E. D. Saunders, i vol., Svo, 1884. Maine. Fourth Revision. The Revised Statutes of the State of Maine. In effect January i, 1894. Published by authority of the Legisla- ture. I vol., Svo, 1S84. Maryland. The Maryland Code. Public Local Laws. Codified by John Prentiss Poe. Adopted by the General Assembly March 14, 1S88. Published by authority of the State of Maryland. 2 vols.» Svo, 1888. Massachusetts.* Public Statutes of the Commonwealth of Massa- chusetts. By C. A. Merrill, i vol., Svo, 1S82-1SS8. Supplement. I vol., Svo, 1882-1888. Michigan. The General Statutes of the State of Michigan. By An- drew Howell. 2 vols., Svo, 1882. Supplement, i vol., Svo, 1S89. XX Religious Corporations. Minnesota. The General Statutes of the State of Minnesota. In force December 31, 1894. By Henry B. Wenzell. 2 vols., 8vo, 1894. Mississippi. The Annotated Code of the General Statute Laws of the State of Mississippi. By R. H. Thompson, George G. Dillard and R. B. Campbell, i vol., 8vo, 1892. Missouri. The Revised Statutes of Missouri. Published by authority of the General Assembly. 2 vols., 8vo, 1889. Montana. The Codes and Statutes of Montana. In force July i, 1895. Including the Political Code, Civil Code, Code of Civil Procedure and Penal Code as amended and adopted by the Fourth Legislative Assembly. Compiled by D. S. Wade, Commissioner, 4 vols., 8vo, 1895. Nebraska. The Compiled Statutes of the State of Nebraska. With Amendments 1882 to 1893. To August i, 1893. By Guy H. Brown and H. H. Wheeler. With the authority of the Legislature. I vol., 8vo, 1891. Nevada. The General Statutes of the State of Nevada. By Dav. E. Bailey and John D. Hammond, i vol., 8vo, 1895. Ne"W Hampshire. The Public Statutes of the State of New Hamp- shire. Prepared by William M. Chase, Ira Colbj- and William H. Colton, Commissioners, i vol., 8vo, 1891, New Jersey.* General Statutes of New Jersey. [Compiled and edited by G. D. W. Vroom and William M. Lanning.] Under the authority of the Legislature. 3 vols., 8vo, 1896. [in, press.] New Mexico. Compiled Laws of New Mexico. By E. L. Bartlett, C. W. Greene, Santiago Valdez, Commissioners, i vol., 8vo, 1884. New York.* The Revised Statutes, Codes and General Laws of the State of New York, in force January i, 1890. By C. F. Birdseye. 3 vols., 8vo, 1889. Membership and Religious Corporations of New York, Contain- ing the New Laws, etc. By R. C. Cumming and F. B. Gilbert, i vol., Bvo, 1895. North Carolina. The Code of North Carolina, enacted March 2, 1883. By William T. Dortch, John Manning, John S. Henderson. 2 vols., Svo, 1883. North Dakota. The Compiled Laws of the Territory of Dakota. By E. W. Caldwell and Charles H. Price, i vol., 8vo, 1887. Ohio. The Revised Statutes of the State of Ohio. In force January I, 1890. By Florien Giauque. 3 vols., 8vo, 1890. List of Publications. xxi Oklahoma. The Statutes of Oklahoma, 1S93. Compiled under the direction and supervision of Robert Martin, Secretary of the Ter- ritory. By W. A. McCartney, John H. Beatty and J. Malcolm Johnston, a Committee elected by the Legislative Assembly, i vol., 8vo, 1893. Oregon. The Codes and General Laws of Oregon. By William Lair Hill. 2 vols., 8vo, 1892. Pennsylvania. Brightly's Purdon's Digest. A Digest of the Laws of the State of Pennsylvania. From the years 1700 to 1894. By Frank F. Bi-ightly. 2 vols., 8vo, 1894. Supplement, i vol., 8vo, 1895. Rhode Island.* General Statutes of the State of Rhode Island and Providence Plantations. By authority of the General Assembly. [William G. Roelker, Joseph C. Ely, Henry W. Hayes, Commis- sioners.] In effect February I, 1896. i vol., 8vo, 1896. South Carolina.* The Revised Statutes of South Carolina. 2 vols., 8vo, 1894. South Dakota. The Compiled Laws of the Territory of Dakota. By E. W. Caldwell and Charles H. Price, i vol., 8vo, 1887. Tennessee. The Code of Tennessee. In force June i, 1884. By W. A. Milliken and John J. Vertrees. i vol., 8vo, 1884. Texas. The Revised Civil Statutes of the State of Texas. By John Sayles and Henry Sayles. 4 vols., 8vo, 1888. Supplement, i vol., 8vo, 1893. United States. The Statutes at large up to March, 1895, are printed in 28 vols., 8vo. The Federal laws affecting Churches in the Terri- tories will be found on p. 5 of this volume. Utah. The Compiled Laws of Utah. By authority. 2 vols., 8vo, 1888. Vermont. The Revised Laws of Vermont. By authority, i vol., 8vo, 1880. Virginia. The Code of Virginia, Published pursuant to an Act of the General Assembly, i vol., 8vo, 1887. Washington. The General Statutes and Codes of the State of Wash- ington. By William Lair Hill. 2 vols , 8vo, 1891. West Virginia. The Code of West Virginia. Third edition. Con- taining the Code as amended by legislation, to and including the year 1891. With an Appendix containing Statutes of a General Nature, etc. Compiled pursuant to a joint resolution of the Legis- lature by John A. Warth. i vol., 8vo, 1891. xxii Religious Corporations. "Wisconsin. Annotated Statutes of Wisconsin. In force October i^ 1889. By Arthur L. Sanborn and John R. Berryman. 2 vols., 8vo, 1889. ■Wyoming. Revised Statutes of Wyoming. In force January i, 1887. By John W. Blake, Willis Van Devanter, Isaac P. Caldwell, Com- missioners. I vol., 8vo, 1887. CAPTIONS AND NUMBERS. The captions of this work are usually the author's own, except where, as in New York, they are a part of the text of the Laws. They are numbered separately and consecutively, for this work, under each State. The numbers following the captions, are the numbers either of the sections of State Constitutions, or of sections in the Codes or Compila- tions of Laws of the several States and Territories, or of the Acts of which the sections printed are parts. Where the numbers belong to Codes or Compilations of Laws, they are the numbers of the Sections in the Codes, etc., whose titles are given in the preceding list of publi- cations. SYLLABUS OF LAWS. ALABAMA. CONSTITUTION. 1. Limitation on powers of cor- poration I 2. Powers of General Assembly i STATUTES. 3. Election of trustees . . . . i 4. Incorporation completed by- filing certificate . . . . i 5. Powers I 6. Suits against, how begun . . 7. Consent of majority of mem- bers necessary to execu- tion of mortgage . . . , 8. Recital upon minutes evi- dence of regularity . . . 9.- Articles, how completed . . 10. Charters, how amended , . Taxation 555 ALASKA. ACTS OF CONGRESS. 1. Laws of Oregon applicable . 4 2. Land for missionary stations 4 3. Missionary stations excepted from provisions for town sites and purchase of land ARIZONA. FEDERAL LAWS. Territorial Assemblies, pow- ers of 5 Real estate, limit on ... 5 Trustees to hold real estate , 5 REVISED STATUTES. Chap. I. Preliminary Provisio7is. 1. Private corporations defined 5 Chap. II. Corporations in General. 2. Who may incorporate ... 6 3. Powers 6 4. Articles of incorporation . . 6 5. Time-limit and renewal of charters 7 6. Dissolution, how secured . . 7 7. Legal organization to be pre- sumed , . 7 Chap. VI. Religiotis Associations. 8. Who may incorporate ... 7 9. Articles of incorporation , . 7 10. Powers. Limit on property . 8 11. Directors. Annual Report . 8 12. How real estate may be mortgaged or sold ... 8 13. Additional powers .... 8 14. New members 9 15. Rights or privileges of mem- bers 9 Chap. VIII. Existing Corpora- tions Entitled to Benefits. 16. How benefits may be secur- ed 9 17. Status of existing corpora- tions 9 Taxation 555 (xxiii) XXIV Religious Corporations. ARKANSAS. CONSTITUTION. 1. Powers of General Assembly lo STATUTES. Chap. XLVII. VII. Corporations for Benevolent Purposes. 2. Who may incorporate . . . lo 3. Artictes to be filed .... 10 4. Certificate of incorporation . i 5. Amendments to be filed . . i 6. First meeting i 7. Power to raise money . . . i 8. General powers i 9. Record to be kept . . . .12 ID. Fee allowed to clerk . . .12 IX. Dissohitio7i of Corporations. 11. Property vests in the State in trust 12 Chap. CXXXII. Religious Socie- ties. 12. Property may be held by trus- tees 12 13. Power of trustees . . . .12 Taxation 556 CALIFORNIA. CONSTITUTION. Powers of General Assembly 1 3 Limitations on power of cor- porations 13 Stockholders' right to vote . 13 CODES AND STATUTES. Title I. General Provisions. Maintenance of an office not obligatory 13 Corporations, how formed . 14 Purposes 14 Existing corporations may elect to continue .... Existing corporations not af fected but prior laws re- pealed Articles of incorporation . , Contents of articles . . . , Subscription and acknowl- edgment of articles . . . Articles, where to be filed. Corporate life, fifty years, unless otherwise stated . 15 Articles to be evidence . .16 Members defined . . . .16 , By-laws to be adopted by members 16 Directors, election of . . .16 , By-laws, contents of . . .16 By-laws, recording and amendment of .... 17 14 19. Directors, number, qualifica- tions and quorum ... 17 20. Directors, time of election. Term 18 21. Directors, election by ballot, cumulative vote permitted 18 22. Directors, organization, quo- rum and powers .... 18 23. Directors, removal of . . .18 24. When justice of the peace may order a meeting . .19 25. Majority of members must be represented at meetings 19 26. Postponed election .... 19 27. District courts to hear com- plaints concerning election 20 28. Officers liable for false docu- ments 20 29. Meetings by common consent to be valid without notice 20 30. All acts of such meetings binding 20 Directors, meetings, how called, when no regular provision 20 Directors by unanimous vote may acquire property . .21 Title XII. Religious Associations, etc. 33. Corporations not for profit, how formed 21 31 32- Syllabus of Laws. XXV 34 Additional contents of arti- cles, limit upon real estate 21 35. Corporations to hold property 21 36. Directors, annual report . . 22 37. Real estate, how mortgaged 22 38. By-laws, additional provisions 22 39. Members admitted after in- corporation 23 40. Members, rights of, cannot be transferred 23 41. Synods or Presbyteries may incorporate 23 42. Representative bodies may incorporate the denomina- tional church or associa- tion 24 Taxation 556 COLORADO. CONSTITUTION. 1. No special charters .... 26 STATUTES. Religious Societies, etc. 2. Powers of General Assembly 26 3. How incorporated .... 26 4. Affidavit to be filed by chair- man 27 5. By-laws, to be adopted by trustees or church ... 27 6. Property to be vested in cor- poration. General mis- sions 28 7. Existing corporations may reincorporate. Trustees defined ....... 28 8. Synods and Presbyteries may incorporate 29 9. Any corporation may acquire property 29 Joint Stock Co7npanies for Religious Purposes. 10. How incorporated .... 29 11. Affidavit to be filed by chair- man 30 30 14. 15- 12. Trustees to adopt by-laws 13. Property to be vested in cor- poration 30 Powers 31 Limit of value, shares of stock. Forfeiture provi- sions 31 16. Corporate powers vested in trustees 31 17. Failure to elect trustees does not work dissolution . . 32 18. Liability of stockholders . . 32 19. Certificate of final payment of capital stock releases stockholders from liability for debts 32 20. Stock may be issued in pay- ment for property ... 32 21. Any church may incorporate. Trustees defined . . . . 33 22. Synods, etc., how incorpo- rated 33 Taxation 556 CONNECTICUT. CONSTITUTION. 1. Rights of conscience. Pow- ers of churches .... 34 2. Non-liability for church ex- penses, how secured . . 34 GENERAL STATUTES. Chap. CXIX. Private Corpora- tions. 3. Name must indicate corpo- rate existence 34 Powers 35 How incorporated. Limit on income. Articles to be filed. Dissolution ... 35 By-laws for assessments, fines, etc 35 Acts and charters subject to alteration and repeal . . 35 Charters void unless corpora- tion organized . . . . 3^ XXVI Religious Corporations. 9. Amendments, how made operative 36 Title XXXI. Ecclesiastical Socie- ties. Chap. CXXVIII. General Provisions. 10. Societies, how formed. Pow- ers 36 11. Membership, how secured . 36 12. Membership, how terminated 37 13. Membership, how validated 37 14. Annual meetings, how warn- ed 37 15. Special meetings, how warn- ed 37 16. Warning, when to be posted or published 38 17. Clerk, committee and treas- urer, appointment and du- ties 38 18. Vacancies 38 19. Tythingmen may be appoint- ed 38 20. Tythingmen need only to be attendants 39 21. Tythingmen, duties • • • 39 22. Agents of societies, first trus- tees 39 23. Powers of societies .... 39 24. Churches, building and loca- tion of, how decided . . 39 25. Taxes, how imposed and col- lected 39 41 4t 41 42 26. Voters, qualifications of . .40 27. Pews may be assessed or sold for support of worship . . 40 Assessments may be recov- ered by suit 40 Pews, how vested in society .40 Society, located in two or more towns, powers of Pews, grants of, how made good Churches of Christ. How incorporated .... Powers ... .... Society may transfer proper- ty to church 42 Society, when and how dis- solved ...... 42 Power to hold property . . 43 Unvested gifts of the society to vest in the church . . 43 Liability of member of society unchanged 43 Societies empowered to form constitution and by-laws 43 40. Membership, how acquired, where there is no separate church 43 Chap. CXXIX. Particular Denotni- nations. 41 . Societies of particular denom- inations 44 Taxation 556 DELAWARE. CONSTITUTION. 1 . Rights of societies unimpair- ed. Ministers cannot be civil officers 45 REVISED STATUTES. Chap. XXXIX. Of Religious Socie- ties. 2. How incorporated .... 45 3. Trustees to be elected . . 45 4. Powers. Majority validates 45 5. Property to vest in trustees 46 6. Vacancies 46 7. Chairman, duties of ... 46 8. Registers to be evidence . 46 9. Treasurer * 46 10. Mortmain provisions. . . 46 1 1 . Limit on property .... 46 12. Prior gifts valid. Proviso . 47 Chap. CCLXXV. Vol. XI Con- vey atices, etc., of Estate for Reli- gious Purposes. 13. Grant to ecclesiastical offi- , cer vests no estate ... 47 14. Title and interest to vest only in corporation . . 47 15. Real estate at death of offi- cer vests in the congrega- tion 47 Syllabus or Laws. XX vu i6. 17- If congregation not incor- porated, estate to be es- cheated Escheated properly, to be conveyed to congrega- tion when incorporated . 48 Chap. CXLVII. Vol. XVII. . vate Corporations. 18. Corporate powers .... 19. Act applicable to all corpo- rations 20. \VTio may incorporate .' . 21. Certificate, contents of. Amendments .... 22. Certificate, judge of the county- to issue. To be filed 23. Certificate to be evidence . 24. Time incorporation takes effect 25. Act applies to all companies 26. Elections, by ballot unless 27. 4« 28. Vi- 29. 48 30. 49 31- 50 32- 50 33- 34- 50 35- 51 36. 51 37. 51 38. otherwise provided. Can- didates cannot be officers of election .... Dissolution, in case of, di rectors to be trustees . Chancellor may apj>oint re ceiver Chancellor has full jurisdic tion Dissolution, property vested in individuals . . . Existing corporations may come under this act . Charter, how extended . Members as well as stock holders included . . State tax, how collected . Existing religious incorpora tions validated . . . Trustees, change in number Change to be recorded . Particular denominations Taxation 52 52 52 53 53 53 54 54 54 54 55 55 557 DISTRICT OF COLUMBIA. REVISED STATUTES. 1. Congregation may acquire property 5^ 2. Trustees may be elected ac- cording to denomination- al rules 56 3. Certificate to be entered of record 56 4. Term of service .... 56 5. Election of successors . . 57 6. Failure to elect will not work dissolution ... 57 7. Powers 57 8. Title vested in trustees . . 57 9. Trustees may dispose of real estate subject to certain restrictions 57 ID. Trustees may execute mort- gages with consent of church 57 11. Property' on dissolution re- verts to donors .... 58 12. How incorporated . ... 58 13. Filing certificate incorpo- rates. Powers. Limit on income 58 14. Trustees, how elected. Powers. Quorum. \'a- cancies 59 15. Existing corporations may reincorporate .... 59 16. Property, how leased, mort- gaged or sold . . . . 59 17. Corporation surrendering f>owers, how propertA* to be disposed of .... 59 18. Existing corporations may come under this act . . 60 19. Names of corporations not to be identical .... 60 20. Particular denominations . 60 Taxation 557 XXVlll Religious Corporations. CONSTITUTION. 1. General laws for incorpora- tion 6 1 REVISED STATUTES. Corporations. Chap. I. General Provisions. 2. Provisions extend to all cor- porations 6i 3. Corporations not dissolved by failure to elect officers . 61 FLORIDA. 4. Inherent powers Chap. III. 61 Corporations not for profit. 5. Manner of incorporation . 62 6. Evidence of incorporation . 63 7. Amendment of charter . . 63 8. Dissolution 64 9. Particular denominations . 64 Taxation 55S GEORGIA. CONSTITUTION. 1. General laws to be enacted. Private rights secured . 65 2. Existing charters protected. 65 STATUTES. Chap. I. Axt. IV. Of Corpora- tions Getierally. Sec. I. Their Nature and Kind 3. Private corporations defined 65 Sec. II. Their Creatioti. 4. By whom created .... 66 5. How incorporated. Associ- ations of churches may incorporate. Term of cor- porate life 66 6. How particular churches may incorporate. Time- limit of charters ... 67 7. Religious societies may in- corporate in any county . 67 8. Continuance not affected by death of members. Time limit of charters ... 68 9. Powers 68 0. Responsible for acts of offi- cers 68 Sec. IV. Dissolution. 1. State may withdraw fran- chise 12. 13- Liability not affected . State cannot dissolve corporations .... 14. How dissolution is effected 15. How charter forfeited 16. Surrender of franchise . all 68 68 68 69 69 69 69 70 70 70 70 71 71 71 71 17. Death of members ... 69 18. Disposition of assets ... 69 Title V. Chap. PHI. Of Trustees. 19. Conveyance to churches, etc., confirmed . 20. Trustees subject to church 21. Church to fill vacancies . 22. The preceding sections con strued 23. Powers of societies . . Miscellaneous Acts. 24. Record book to be kept by clerk of court .... 25. Charters to be recorded . . 26. Record validates charter . 27. Fee. Copies to be evidence 28. Orders of courts since 1876 ratified 71 29. Section 1677 of the Code re- enacted 72 30. Legal residence, how changed 72 31. Contracts validated ... 72 32. Administration of charitable trusts 72 33. Charters, how revived . . 72 34. Charters granted since No- vember, 1889, ratified 35. General Assembly cannot amend charters of certain towns or of any churches, etc 36. Amendments to such char- ters to be granted by the courts 74 Taxation 559 73 73 Syllabus of Laws. XX. X IDAHO. CONSTITUTION. 1. General laws to be passed . 75 2. Charters may be annulled . 75 REVISED STATUTES. Title IV. Chap. I. General Pro- visions. 3. Private corporations, how- formed 75 4. For any lawful purpose . . 75 5. Articles of incorporation . 76 6. Contents of articles ...']() 7. Articles, how subscribed and acknowledged .... 76 8. Articles, where filed. Cer- tificates 76 9. Articles to be evidence . . ']6 10. Members 76 11. Articles to be filed with county recorder. Effect of failure to file ... 77 12. By-laws, when, how and by whom adopted . . . . jj 13. Directors, election of . . . "jj 14. By-laws, what they may pro- vide jj 1 5. By-laws to be recorded, how amended 78 16. Directors, how elected, and who to be 78 17. Directors to be elected at first meeting 79 18. Directors, election of, to be by ballot 79 19. Directors, officers of, duties, and quorum 79 20. Directors, how removed from office 79 21. Justice of peace may order meeting 80 22. Majority must be repre- sented 80 23. Election postponed ... 80 24. Complaints regarding elec- tions 80 25. Meetings by unanimous consent 81 26. Proceedings of consent meetings binding ... 81 27. Meetings, where to be held. 81 28. Meetmgs of directors, how called when no provision 81 29. Members liable for propor- tion of debts . . . . 81 30. Powers 81 31. Misnomer does not invali- date 82 32. Must organize within one year. Legality of corpo- ration, how ascertamed . 82 33. Acquisition of real property 82 34. Right of repeal reserved . 83 35. On dissolution, directors as trustees for creditors . . 83 36. Charter, how extended . . 83 37. Existing corporations may continue 83 38. Existing corporations not affected 84 39. Chapter I. applicable to every corporation ... 84 Chap. VIII. Religious Corpora- tions. 40. How incorporated .... 84 41. Articles, additional facts . 84 42. Corporation to hold prop- erty. Limit on real estate 85 43. Real estate, how mortgaged or sold 85 44. By-laws, additional provi- sions 85 Title VI. Voluntary Dissolution of Corporations. 45. How dissolved 86 46. Application, what to contain 86 47. Application, how signed . 86 48. Filing application. Notice . 86 49. Objections 86 50. Hearing 86 51. Judgment roll. Appeal . 86 Taxation 559 XXX Religious Corporations. ILLINOIS. CONSTITUTION. 1. General laws to be passed . 87 REVISED STATUTES. Chap. XXXII. Corporatiotis . Re- ligions Corporations. 2. How incorporated .... 87 3. Form and effect of affidavit 87 4. Trustees, term of office . . 88 5. Trustees, failure to elect does not dissolve .... 88 6. Trustees. Subsequent elec- tions. Vacancies .... 88 7. Trustees, removal of . . . 89 8. Property vested in congre- gation 8q 9. Real estate, limit on . . . 89 10. Trustees, powers of ... 89 11. Existing societies may in- corporate 90 12. Camp meeting grounds may be acquired 90 13. Books, etc., right to publish 90 14. Property, right to limit amount reserved ... 90 15. New corporations to be formed only under this act 90 16. Existing corporations not aftected by repeal .... 91 17. Particular denominations . 91 Taxation 559 INDIANA. CONSTITUTION. 1. General laws to be passed . 92 STATUTES. Chap. XXL Coyporations gener- ally. 2. Order of court as evidence . 92 3. Articles to be filed with sec- retary of state .... 92 4. To continue after dissolu- tion 92 Chap. XXVI. Corporations — Associ- ations. 5. How incorporated. Articles 93 6. Articles, where filed, are evidence 93 7. Powers 93 8. Officers and agents. By- laws. Records .... 94 9. Property, how acquired . . 94 10. Existing corporations af- fected ........ 94 Chap. XXXI. Corporations, Church- es. Art. I. By Union. 11. Union, how effected ... 94 12. Certificate to be filed ... 94 13. Trustees a corporation. Name. Powers ... 95 14. Property conveyed to new corporation 95 15. Powers and liabilities vested in new corporation . . 95 16. By-laws 95 17. Officers 96 Incorporation of Synods, etc. 18. How effected g6 19. Notice of purpose .... 96 20. Notice, contents of ... 96 21. Notice, how given .... 96 22. Name, adoption of. Trus- tees to be elected ... 96 23. Vacancies, how filled. Term of service 97 24. Record, contents of ... 97 25. Certified copy of record. Filing, Fee 97 26. Certified copy. Evidence . 97 27. Powers 98 28. Record, where to be filed . 98 29. By-laws 98 30. Property, sale of .... 99 Art. Ill Educational and Benevo- lent Societies. 31. Trustees to be incorporated by election 99 Syllabus of Laws, XXXI 32. Certificate of election must be recorded. Limit on real estate 99 33. Limit upon personal prop- erty 100 34. Trustees, power to sell or loan 100 35. Seal 100 36. Officers and record . . . 100 37. Trustees, terms of service. Vacancies 100 38. Trustees may hold over . . 100 39. Treasurer, bond of . . . loi 40. By-laws, trustees may make loi Chap. XXXVII. Corporations — Lodges and Societies. Art. I. Generally. 41. May hold lands. Limit. Trustees to be elected . loi 42. Society defined loi 43. Trustees, notice and place of election loi 44. Clerk, poll-list and certifi- cate 102 45. Certificate, as evidence . . 102 46. Trustees, term of office and removal 102 47. By-laws 102 48. Trustees, may be selected by usage 102 49. Trustees, a corporation . . 102 50. Name, how changed . . . 103 51. Lands, how accjuired . . . 103 52. Personality, limit of . . . 103 53. Trustees may dispose of property 103 54. Dissolution and revival . . 103 55. Existing societies affected . 104 56. Officers may be trustees . . 104 57. Particular denominations . 104 Taxation 559 IOWA. STATUTES. Chap. XL. Laws of 1874. Changes. 14. Change of name. Title IX. Of Corporations. Chap. I. Of Corporations for Pecu- niary Profit. 1. Who may incorporate . . 105 2. Powers 105 3. Articles and certificates . . 106 4. Notice to be published . . 106 5. Notice, contents of . . . 106 6. When to commence busi- ness 106 7. Articles, how amended . . 106 8. Dissolution prior to date in articles 107 9. Notice of dissolution . . . 107 10. Dissolved corporations to continue for settlement . 107 11. Charters, etc., subject to alteration 107 Chap. II. Of Corporations other than those for Pecimiary Profit. 12. How incorporated. Dura- tion 107 13. Articles to be recorded . .108 Amend- ing articles 108 15. Changes, how effected . . 108 16. Changes, record of . . .108 17. Changes do not affect pow- ers or liabihties .... 109 Religious Associations, etc. 18. How incorporated . . . .109 19. Certificate to be filed. Pow- ers 109 20. Trustees to be elected. Quo- rum. Ecclesiastical body may elect 109 21. Trustees, failure to elect does not dissolve . . .110 22. Name of existing corpora- tion must not be used . no 23. Property by bequest. Limit no 24. Existing corporations may reincorporate . . . . n i Title XIII. Of Rights of Property. 25. Church organizations may lease granted property . \\\ Taxation 560 XXXll Religious Corporations. KANSAS. CONSTITUTION. 1. General laws to be adopted 112 2. No individual liability . .112 3. Title vests in trustees . . .112 STATUTES. Chap. XXIII. Corporatiotis. Art. I. Preliminary Provisions. 4. Private corporations defined 112 Art. 2. Creation. 5. How incorporated. Mem- bers must vote . . . .112 6. Purposes 113 7. Charter, contents of . . .113 8. Name. Amendments to charier 113 9. Charter, to be subscribed and acknowledged . .113 10. Charter to be filed. Copy to be evidence . . . .113 11. Date of corporate life . . . 114 Art. 3. Powers and Duties. 12. Powers 114 13. Rights saved as against re- peal 114 14. Change of name or number of directors, when valid . 115 15. Change of name to be pub- lished 115 16. Quorum. Vacancies. An- nual elections . . . .115 17. Officers, oath of office . .115 18. By-laws, how adopted and changed 19. Directors, increase in num- ber 20. Failure to elect does not dis- solve ...'.... 21. Religious corporations, pow- ers of trustees .... 22. Duration, how extended 23. Property, limitation upon use of 24. Debts of members may be recovered 25. General office to be within the State Art. 4. Miscellaneous Provision 26. Misnomer does not defeat gifts, etc 27. Lands, how conveyed . . 28. Records to be evidence . . Art. J. Dissolution. 29. How ordinarily effected . . 30. Failure to operate dissolves 31. Directors to be trustees . . 32. Trustees, liability of . . . Art. 14. Religions Corporatioh 33. How incorporated. Trus- tees cannot interfere with spiritual officers . . . Charter, contents of . . . 34. 15 16 16 16 16 17 17 17 s. 17 17 18 18 18 18 18 Taxation 560 KENTUCKY CONSTITUTION. 1. Cestui que trust. No special charters 120 2. Constitution to be accepted 120 3. Limitation upon business and real estate . . . .120 4. Office and agent obligatory 120 STATUTES. Chap. XVII. Religious Societies. 5. Grants valid 121 6. Charity not defeated for want of trustee . . . .121 7. Limit upon real estate . .121 8. Trustees to be appointed by beneficiary 121 9. Trustees, powers . . . .121 10. Schism or division, rights of parties 122 11. Dissolution, title, in whom vested 122 12. Saleof property for reinvest- ment 122 Chap. XXXII. Corporations, Pri- vate. Art. I. General. 13. Office and agent obligatory. Penalty 122 Syllabus of Laws. XXXlll Art. VI 11. Religious Instituiiotis. 14. How incorporated. Con- tents of articles . . . . 123 15. Certificate validates incor- poration. Powers. Trusts protected 123 16. By-laws. Limitation upon powers 124 17. Amendments, how effected 124 18. Provisions of general law not applicable, except as to agent 124 Taxation 561 LOUISIANA. CONSTITUTION. T. Powers of General Assem- bly 125 2. Limitation on business and real estate 125 3. General laws to be enacted 125 CODE. Title X. Of Corporations. Chap. I. Nature, etc. 4. Two classes 125 5. Religious corporations de- fined 126 Chap. II. Rights, Incapacities, etc. 6. Authorization and name . 126 7. Powers 126 8. Succession 126 9. Estate and power vested only in corporation . .126 10. Right to elect officers . .126 11. Officers, duties and powers 127 12. Majority rules 127 13. Unauthorized corporations must act in name of indi- viduals 127 Chap. III. Dissolutio7i. 14. How dissolved 127 REVISED LAWS. Corporations for Religious Purposes, etc. 15. How incorporated. Con- tents of act. Approval and record 128 16. Procedure in case district attorney refuses . . .128 17. Amendments, how made . 129 18. Powers 129 19. Additional powers . . . . 129 20. Limit of value upon prop- erty. Bequests /« articulo mortis 130 Alterations of Charters, etc. 21. Alterations lawful . . . .130 22. Alterations, how effected . 130 23. Procedure when district at- torney refuses . . . .131 Taxation 561 MAINE. CONSTITUTION. 1. General laws to be enacted. Exceptions 133 STATUTES. Title I. Chap. I. Rules of Construc- tion. 2. Acts of incorporation are public acts. Time limit for organization . . .133 Title II. Chap. XII. Parishes a?id Religious Societies. 3. Mode of calling a meeting to incorporate .... 133 4. Election of officers incorpo- rates. Name .... 134 5. Powers. Limitation upon property. By-laws . . .134 6. Meetings, how called. Offi- cers. Assessors . . .134 7. Powers of moderator of meeting 134 8. When meetings may be called 134 9. Procedure in case assessors refuse 134 10. When no meeting for three years 134 XXXIV Religious Corporations. 1 1 . For what purposes may raise money. Assessments col- lectible 134 12. Assessments may be levied on pews 135 13. Payment enforced by sale of pews 135 14. Effect when pew owner gives notice of intention not to occupy pew 135 15. Insurance maybe secured. Application of ... . 135 16. Admission to parish . . . 136 17. Persons to be deemed mem- bers ....... 136 18. No person compelled to be- long to a parish. With- drawal 136 19. Voters at parish meetings . 136 20. Deacons of churches are corporations 136 21. Ministers and officers, pow- ers of. Limitation . .137 22. Power to convey certain church estate limited . .137 23. Records open to inspection 137 24. Treasurer may be appointed collector, and allow dis- count 137 Meeting Houses. 25. How parish may become owner of pews . . . .138 26. Appraisal of pews in case of dissent 138 27. Persons may incorporate to hold a meeting-house . 138 28. Owners may repair or dis- pose of meeting-houses . 138 29. Appraisal and disposal of pews. Proceeds of sale. Taxes and agents . . .138 30. Proprietors dissenting enti- tled to their interest . .139 31. Owners of meeting-houses and pews may incorpo- rate 139 32. -Election of officers incorpo- rates. Name .... 140 33. Rights and powers . . . 140 34. Meetings of owners, how called 140 35. Division of time, different denominations may ob- tain 140 36. Division of time, procedure to obtain 140 37. Division, proportion of mi- nority to be appraised . 141 38. Division, i expenses, how paid 141 39. Division, minority may oc- cupy their proportion . . 141 Title IV. Chap. XL VI. Corporations. 40. Chap. XLVI applies to all corporations 141 41. Powers 141 42. By-laws, contents of . . . 142 43. Officers hold over until suc- cessors are elected. Ma- jority of members may object to irregular elec- tion 142 44. Special meeting for election of officers, provisions . . 142 45. Clerk of corporation to file certificate of his election 142 46. Existence of dissolved cor- porations extended for three years 142 Chap. L V. Charitable Societies, etc. 47. Meeting for incorporation, how called 143 48. Notice of the meeting, how given . 143 49. Manner of organizing . -. 143 50. What estate may be held. Purposes , 143 51. Charitable corporations 'not to sue members or be sued by them .... 143 Miscellaneous Provisions. 52. Ministerial and school lands 144 53. Particular denominations . 144 Taxation 561 Syllabus of Laws, XXXV MARYLAND. CONSTITUTION. T. Sanction of Legislature must be secured, except for five acres i45 2. General laws to be enacted. Charters repealable . . i45 STATUTES. 4rt. XXIII. Corporations, Miscel- laneous. 3. Deeds may be acknowledg- ed by attorney .... 146 4. Majority of board validates acts 146 5. Copy of by-law to be evi- dence 146 6. Records. Annual state- ment 146 Formation. 7. Who may incorporate. Pur- poses 146 8. Trustees are corporators . 147 Gejieral Regulations. o. Certificate of incorporation. Contents. Limit of cor- porate life 147 10. Certificate to be submitted to judge 148 11. Certificate to be recorded . 148 12. Record of certificate incor- porates 148 13. Copy of certificate to be evi- dence 148 14. Amendments, how made . 149 15. Fees. Endorsement by clerk of court .... 149 16. Powers, general provision. Regulations 149 17. Succession 149 18. To sue and be sued . . . 149 19. Seal 149 20. Hold property and conduct business 149 21. Appoint officers and agents 150 22. By-laws, how made. Must be confirmed by mem- bers 1 50 23. Only charter powers to be exercised 150 24. Trustees to manage proper- ty and to be elected by members annually. No- tice of meetings . . . .150 25. Vacancies among trustees, how filled 151 26. Failure to elect trustees does not dissolve or invalidate 151 27. Corporations subject to fu- ture legislation . . . .151 Religions Corporations. 28. How incorporated . . . .151 29. Powers. Limitation upon mortgage and income . 152 30. Succession to be by election and church usage . . .152 31. Minister a member of cor- poration 152 32. Contests to be settled by arbitration 153 33. Qualifications of voters and officers. Name . . .153 34. Plan to be acknowledged and certified 153 35. Plan to be filed with clerk of court 154 36. Amendments, how secured 154 37. Meetings. Quorum. Rec- ord. By-laws . . . .154 38. Withdrawing members au- thorized to form new cor- poration 154 39. Trustees to convey lands to corporation 154 40. Majority vote of members. Bill to be filed . . . .155 41. Contents of bill . . . .155 42. Order of court, to show cause 155 43. Decree of court. Who may be receivers 1 56 44. Receivers, powers of . . . 1 56 45. Article XXIII apphcable to all corporations . . . . 1 56 46. Particular denominations . 157 Taxation 562 XXXVl Religious Corporations. MASSACHUSETTS. CONSTITUTION. 1. Powers of churches. Rights of members 158 STATUTES. Title IX. Chap. XXXVIII. Of Parishes and Religious Societies. General. 2. Religious societies to be bod- ies corporate. Powers and rights confirmed . .158 3. Existing societies, status of . 159 4. Privileges of churches con- nected with religious so- cieties 159 5. Membership and its liabili- ties 159 6. By-laws 159 7. Women and non-residents may be admitted as mem- bers 1 59 8. None but members to vote . 1 59 9. Annual meeting. Officers to be chosen 160 10. Moderator, clerk, etc., how chosen 160 11. Prudential affairs, who to manage 160 12. When justice may call meet- ing 160 13. Warrant for meeting, what to contain 160 14. Meetings, how warned . .160 15. Who to preside. Officers, how sworn 161 16. Moderator's powers. Dis- orderly conduct, how punished 161 17. Choice of collector . . . 161 18. Filling of vacancies . . . 161 19. Objects for which money may be raised .... 161 20. Taxes to be assessed on property 162 21. Corporations and trusts not to be taxed 162 22. Collection of taxes . . . 162 23. Pews may be taken down or house sold .... 162 24. Parishes are societies . . . 162 Religious Societies as Corporations. 25. How incorporated. Powers 162 26. Mode of calling first meet- ing 162 27. Application to justice. Or- ganization secures incor- poration 163 Corporations of Proprietors of Meet- ing-houses. 28. How incorporated. Powers 163 29. Amount of estate which may be held 164 30. Copy of record to be left with town clerk . . . .164 31. Money may be voted for alteration 164 32. Any religious society may raise money for altera- tions 164 33. Meeting to vote alterations, how called 164 34. Assessment and collection of money 164 35. Sale of pews for non-pay- ment of assessments . . 165 36. Affidavit of notice of sales made evidence .... 165 37. House may be sold or pews taken down 165 38. When pew owner not en- titled to compensation . 165 39. Assessments on pews in houses built after 1845 • ^66 40. Assessments on pews in houses built prior to 1845 166 41. Pews to be purchased at appraisal 166 42. Powers, etc., of corporations which comply with pre- ceding sections .... 166 43. Pews to be personal estate 166 44. All corporate powers subject to alteration 166 Syllabus of Laws. XXXVll Chap. XXXIX. Of Donations for Pious Uses, etc. 45. Deacons, church wardens, etc., made bodies corpo- rate 167 46. Ministers, when to be joined in body corporate . . .167 47. Ministers may take in suc- cession any parsonage land 167 48. Conveyance not vaUd with- out consent of church, etc. 167 49. Conveyance by minister, when valid 167 50. Committees of audit with deacons. Suits against deacons 168 51. Limit upon income . . .168 52. Unincorporated societies may hold donations and elect trustees .... 168 53. Any societies may appoint trustees and make rules. Vacancies 168 54. Chap. CV applies to all cor- porations 168 55. Existing corporations, status of 169 56. Acts of incorporation since 1831 subject to alteration. Rights and reservations 169 57. Powers ....... 169 58. By-laws 169 59. May convey lands . . . 170 60. Time-limit tor organization . 170 61. When and how justice may call a meeting .... 170 62. Powers of corporation at special meeting . . . .170 63. How* dissolution may be secured 170 64. Existence of dissolved cor- poration continued for three years ' 170 65. Receivers may be appointed 171 66. Jurisdiction of court . . . 171 67. Receivers, powers and du- ties 171 68. Decree of dissolution to be reported to secretary of commonwealth . . . .171 Chap. CVI. Formation of Corpora- tions. 69. Notice of meeting .... 171 70. Organization, how effected. By-laws 172 71. Certificates of organization and incorporation . . . 172 72. Elections of officers. Agents 173 Chap. CXV. Of Associations for Charitable Purposes, etc. 73. How incorporated .... 173 74. Purposes 174 75. Contents of agreement . . 174 76. Organization. Fee . . . 174 TJ. By-laws 174 78. May have trustees instead of directors 174 79. May hold property, and re- ceive gifts. Limit upon property 175 80. Existing corporations may adopt provisions of this chapter 175 81. Form of certificate of organ- ization. Certificate to be evidence 175 Appointine7tt of Trustees. 82. Trustees may be appointed. Powers 176 Incorporatio7t of Churches. 83. Churches may be incorpo- rated 177 84. Notice of meeting .... 177 85. Election of officers and standing committee . . 177 86. By-laws 177 87. Standing committee to cer- tify organization. Fees 177 88. Members and voters . . .178 89. Deacons may convey trust estates to church . . .178 90. Religious societies may con- vey estate to church . .178 xxxvui Religious Corporations. Restrictions on Real Estate. 91. Time-limit as to restrictions on real estate not appli- cable to religious gifts . 178 Collection of Taxes. 92. Taxes not to be assessed on polls or estates except pews 179 93. Sec. XXI. Chap. XXXVIII, repealed 179 By-laws. 94. Religious societies may- make by-laws . . . .179 Extinct Churches. 95. Records to be delivered to clerk of town . . . .179 Grotinds of Religious Associations. 96. Bounds for annual sessions, how defined 179 97. May appoint officers of the peace 180 98. Fines, limit upon . . .180 99. Powers, limit upon . . .180 TOO. Particular denominations . 180 Taxation 562 MICHIGAN. CONSTITUTION. General laws to be enacted 181 Time-limit of charters . .181 Limitation on real estate . 181 Notice of alterations of char- ters , , . 181 STATUTES. Churches, etc. How incorporated . . . . 181 Minister may be president. Qualifications of voters . 182 Notice of election . . . .182 Inspectors of election. Cer- tificates of trustees . . .182 Certificates to be acknowl- edged and recorded . .183 Common seal. Trustees to take possession of prop- erty 183 Rights and powers of trus- tees. Limit upon real estate 183 Powers of trustees over prop- erty. Limitations . . .184 Trustees to manage tempo- ralities 184 Officers of trustees. Duties of clerk 185 Trustees, meetings. Presi- dent to have casting vote 185 , Trustees, term of office. Annual election of full board 185 17. Annual meeting, time how changed. Notices . .185 18. Election of trustees, time of 186 19. Stated hearers to be voters 186 20. Clerk to register stated hearers 186 21. Trustees not to fix salary of minister 186 22. Real estate, how sold . .187 23. Notice of application for order of sale 187 24. Real estate to be held in trust 187 25. No church officer to hold property as such . . .187 26. No'ecclesiastical law or cus- tom to affect the tenure of real estate 188 27. Certain devises, etc., void unless made to corpo- ration 188 28. Existing societies confirmed, subject to this act. Va- cancies. Reincorpora- tion after dissolution . .189 29. Act applies to all religious societies 189 30. How corporations may unite 189 31. Record of articles incorpo- rates. Powers . . . .190 32. Property of dissolved church controlled by denomina- tion 191 Syllabus of Laws. 33. By-laws for registration of voters 191 Appomtmoit of Trustees, etc. 34. Trustees for the denomina- tion, how chosen . . .191 35. Other acts repealed . . .191 36. Legal organization presum- ed after ten years . . .192 Change of Name. 37. How changed 192 38. Certificate of vote .... 192 39. Record of certificate vali- dates change . . . .192 Incorporation of Ecclesiastical Bodies. 40. How incorporated .... 192 41. Corporation may hold prop- erty. Limit. Purposes 193 42. Report on property. Name, how changed .... 193 Exercise of Corporate Powers by Religious Associations. 43. How incorporated . . . . 193 44. Certificate of election when recorded to be evidence of incorporation . . . 194 45. Seal. Powers. Conveyances 194 Chap. CLXXXII. Incorporation of Presbyterian Churches. 46. Certificate of organization, contents of 195 47. Record of certificate incor- porates 195 48. When only one deacon, elders to be members . 196 49. Who to be members of cor- poration 196 50. Corporation without officers not to be dissolved . . 196 51. Existing corporations may organize under this act . 196 52. Powers 197 53. May erect churches, etc. . 197 54. Salary of minister . . . . 197 Chap. CXCI. General Provisions. 55. Powers 197 56. By-laws, contents of . . . 198 57. First meetings 198 58. Special meeting may be called by justice . . . 198 59. Meetings by unanimous con- sent valid 198 60. Consent meetings, powers of 199 61. Power to hold lands. Amendments to articles . 199 62. Dissolved corporations to continue three years . . 199 63. Charters since 1839 ""^^Y be repealed. Exception . 199 Title XXXII. Chap. CCLXXXII Voluntary Dissolution, etc. 64. Provisions for dissolution, etc., inapplicable to reli- gious corporations . . . 200 Chap. CLXX a. Religioits Societies, etc. 65. Who may incorporate . . 200 66. Record of articles incorpo- rates 200 ()"] . Articles, contents of . . . 200 68. Powers. Limit and purposes of property 201 Chap. CLXX VI II. Religious Con- ferences, etc. 69. How incorporated .... 201 70. Limitation upon property. Taxation 201 71. Report of affairs .... 202 72. Articles to be filed, and are evidence 202 73. Articles, contents of. Con- ditions of trusts .... 202 Chap. CLXXVIIIa. Corporations for Religious Knowledge, etc. 74. Who may incorporate . . 202 75. Method of incorporation. Articles to be evidence . 203 76. Articles, contents of . . . 203 'j'j. Limitations upon property. Property in other countries 203 78. Church building only, non- taxable 204 xl Religious Corporations. 79. Loan, gifts and trusts . . 204 80. Trustees, election and terms of office 204 Si. Records to be kept . . . 204 82. Powers. By-laws .... 205 83. Failure to elect trustees does not impair. Vacancies 205 84. Method of reincorporation . 206 85. Corporations existing under Chap. CLXXVIII may reincorporate .... 206 86. Articles, how amended . . 207 87. Reports to state officers . . 207 Chap. CLXXIXa. Bequests. 88. Bequests for minister's sala- ry, how held. Limit . . 207 ReorganizatiiVi of Religious Corpo- rations, etc. 89. Charter, how extended. Ex- ceptions 208 90. Powers and liabilities . . 209 91. Particular denominations 209-10 92. Limit upon number of trus- tees in large churches . 209 93. Amendment of articles . . 210 Taxation 562 MINNESOTA. CONSTITUTION. 1. Definition of corporation .211 2. General laws to be passed . 211 STATUTES. Chap. XXXIV. Title IV. Relig- ious Corporations. (7) Organization by trustees. 3. How incorporated . . . .211 4. Election of president. Qual- ifications of voters . .211 5. Noticeof election to be given 212 6. Meeting for election, how conducted. Certificates of election 212 7. Certificate to be recorded . 212 8. Seal, and custody of prop- erty 212 9. Powers. Limit upon prop- erty 212 10. Repair and erection of churches 213 11. Regulations for manage- ment 213 12. Treasurer and clerk . . . 213 13. Special meetings. Majority a quorum 213 14. Term of office three years. Annual elections . . .213 15. Notice of new elections . .214 16. Qualification of voters after first meeting 214 17. Register of stated hearers to be kept 214 18. Salary of minister to be fixed by church . . . 214 19. Real estate, how disposed of. Definition of society . .214 20. Prior incorporations con- firmed. Reincorporation after dissolution . . .216 21. Descent of property in the trustees 216 22. Denominational rules may control choice of trustees, and such trustees may be corporations 216 23. Elders, deacons, etc., may be trustees 217 {2) Organisation by clergy, etc. 24. How incorporated. Articles, ■ powers, etc 217 25. Corporations may reorgan- ize under section 231 . .218 26. Defective articles of incor poration legalized . . .219 27. Incorporation of existing churches 219 (^) Orga7iization by adoption of articles. 28. How incorporation secured. 220 29. New corporation succeeds to property. Evidence . 220 30. Powers. Disposition of prop- erty 221 31. Prior by-laws in force . . 222 Syllabus of Laws. xli 32. Appropriations and con - tracts, limit upon . . . 222 33. Right in pews unimpaired . 222 34. Prior laws not afifected by this act 222 ( j) Incorporation by presbytery, etc- 35. Incorporation of synods, etc., authorized .... 222 36. Resolution, contents of . . 223 37. Certificates to be filed and issued 223 38. Amendment of resolutions of incorporation . . . 224 39. Failure to comply with sec- tion 3063 does not invali- date 224 40. Powers and limitations . . 224 41. Cannot incumber trust prop- erty 225 42. Amount of property subject to limitation. Meetuigs outside State 225 (7) Miscellaneous Provisions. 43. Amendment of articles . . 226 44. Amendments to be entered of record 226 45. Consolidation authorized . 226 46. Resolutions to be adopted by the churches . . . 226 47. Joint worship for eight Sab- baths 227 48. Powers of new corporation . 227 49. Irregular incorporations legalized 227 50. Proceedings to change name legalized .... 228 51. Articles void for informality confirmed 228 52. Incomplete incorporations legalized 228 Title VIII. General Provisions. (7) Incorporation, etc. 53. Form of State certificate of incorporation. Evidence 229 54. Certificate for companies already incorporated . . 230 55. Approval of attorney-gen- eral 230 56. Amendments of article. Ex- tension of term .... 230 57. Powers of corporations. Meetings outside State. Failure to elect officers. Classification of directors. 231 58. First meeting 231 59. When meeting may be called by justice of the peace 232 60. Such meeting can transact all business 232 61. Meeting by unanimous con- sent valid 232 (^) Dissolution. 62. Dissolution, how secured . 232 63. Dissolved corporations to continue three years . . 232 64. Receiver, how appointed . 233 65. Jurisdiction of court . . . 233 66. Powers of receiver . . . 233 67. Balance to be distributed . 233 Miscellaneous. 68. Particular denominations . 234 Taxation 563 MISSISSIPPI. CONSTITUTION. 1. General laws to be enacted. 235 2. Charters to be recorded . . 235 3. Bequests of real estate to re- ligious uses void . . . 235 4. Bequests of personal estate to religious uses void . . 235 STATUTES. Chap. V. Appeals. 5. Appeal bonds, how executed 236 Chap. XXV. Corporations. 6. Incorporation authorized . 236 7. How incorporated. Ap- proval of governor . . 236 xlii Religious Corporations. 8. Procedure in case of renewal 237 9. Charters to be recorded . . 237 10. Limit of corporate life. Pow- ers. First meeting . . 237 11. Limit of property .... 238 12. Informal organization not a defense 238 13. Execution of bonds in suits. 238 14. Dissolved corporations to continue three years . . 238 15. Religious societies may or- ganize by electing trus- tees 239 16. Limit on real estate of relig- ious society 239 17. Chapter applicable to all corporations 239 18. Mortmain restrictions . . 239 Taxation 563 MISSOURI. CONSTITUTION. 1. Liberty of worship cannot invalidate contracts . . 240 2. General laws to be enacted. 240 3. Limitation on powers and real estate 240 STATUTES. Chap. XLII. Corporations, private. Art. I. Organization, etc. 4. First meeting 240 5. Justice of the peace may call a special meeting . . . 241 6. Who may preside at special meeting 241 7. Election of officers, special provision when not held at proper time . . . .241 8. Failure to elect directors does not dissolve . . . 241 9. Directors to appoint officers 241 10. Articles of incorporation to be filed. Date of corpo- rate life 241 11. Amendments to articles of incorporation. Construc- tion of act 242 12. Certificate not to issue to corporation, when . . . 242 13. Powers 242 14. Existing corporations may accept provisions . . . 243 15. Majority validates acts . . 244 16. Dissolution. Directors to be trustees 244 17. Lands, how conveyed . . 244 18. Corporations may sue mem- bers, when and how . . 244 19. Suits, where commenced . 245 20. Notices, etc., how served . 245 21. Records of corporation evi- dence, when 245 22. Name of old may be taken by new corporation . . 245 23. This article not to extend to what 245 Art. 10. Religions Associations. 24. How incorporated .... 246 25. Articles to be submitted to circuit court. Certificate to be the charter . . . 246 26. What associations may in- corporate 247 27. Charters, how amended . . 247 28. Dues collectible. Individual liability 247 29. May be formed to execute trusts 248 30. What associations not to in- corporate. Exception for building purposes . . . 248 31. Records to be kept . . . 248 32. By-laws. New members. Removal of officers . . 248 33. May acquire property, how. Application of income . 34. Quo warranto proceedings. Receiver Existence of corporation may be established when record is lost 251 Taxation 563 249 249 35- Syllabus of Laws. xliii MONTANA. CONSTITUTION. Article 75. 1. General laws to be enacted. Repeal 252 2. Charters repealable . . . 252 CODES AND STATUTES, 1895. Code of Civil Pjvccdure. Part III. Title VI. Voluntary Dissolution of Corporations. 3. Dissolution, how effected . 252 4. Apphcation, contents of. . 252 5. Application to be signed and verified 253 6. Application to be filed and notice to be published . 253 7. Objections, filing of . . . 253 8. Application, hearing of . . 253 9. Judgment roll. Appeals . 253 Civil Code. Div. I. Part IV. Title I. Chap. I. Formation of Corporations. Art. I. Corporations defined and how organized. 10. How incorporated .... 253 11. Purposes 254 12. Legislature, power of, over charters 254 13. Name. Mistake in name not to invalidate instru- ments 254 14. Extension of corporate life. 254 15. Prior corporations not af- fected. Previous laws repealed 255 16. Articles of incorporation, definition 255 17. Articles, contents of . . . 255 18. Articles, additional facts . 255 19. Articles, to be subscribed and acknowledged . . 255 20. Articles to be filed and re- corded. Certificate of incorporation .... 255 21. Articles, copy of, to be evi- dence 256 22. Articles to be filed with county clerk 256 'Art. 2. By-laws, Directors, Elections and iVIeetings. 23. By-laws, how adopted . .257 24. Directors, election of . . .257 25. By-laws, contents .... 257 26. Book of by-laws. Amend- ment and repeal . . . 258 27. Directors, board of, must control. Quorum. Va- cancies 258 28. Directors, when to be first elected 259 29. Elections, votes at ... 259 30. Directors, organization of. Officers. Majority gov- 259 erns 259 31. Directors, removal of . . . 259 32. Meeting, by order justice of the peace 260 33. Elections, postponed . . . 260 34. Elections, complaints as to . 260 35. Meetings by unanimous consent valid .... 260 36. Meetings by consent com- petent for business . . 260 37. Meetings to be held at place of business 261 38. Special meetings, how called 261 Chap. III. Corporate Powers. Art. I. General Powers. 39. Powers 261 40. Powers, limitation upon . . 261 41. Limit of time for commenc- ing business 261 42. Real property, limit upon . 262 Art. III. Examination of corpo- 7'afions, etc. 43. Legislature, powers of. Re- peal does not affect lia- bility 262 Chap. IV. Title I. Extension and Dissolution of Corporatiotis. 44. Dissolution, how effected . 262 xliv Religious Corporations. 45. When dissolved, directors to be trustees .... 262 46. Extension of corporate life. 263 47. Provisions applicable to all corporations 263 Title VII. Art. i. Religious, Social and Benevolent Corporations. 48. Who may incorporate . . 263 49. Resolution authorizing trus- tees to incorporate . . . 263 50. Articles to be filed and re- corded 264 51. Articles, additional contents 264 52. Synods, etc., how incorpo- rated 264 53. Sale and mortgage of prop- erty 265 Div. 11 Part IV. Title VI Chap. I. Execution of Wills. 54. IMortmain restrictions . . 265 Taxation 564 NEBRASKA. CONSTITUTION. 1. Church support not obliga- tory. Protective laws to be passed 267 2. General laws to be enacted, 267 STATUTES. Chap. XVI. Corporations. Trus- tees of Endowments. 3. How incorporated .... 267 4. Changes in application, how effected 268 5. Terms of office, etc. . . . 268 Religious and other Societies. 6. Election of trustees and clerk by church usage. Synods, etc., how incor- porated 269 7. Record incorporates . . . 269 8. Powers of trustees .... 270 9. Officers. By-laws . . . 270 10. Trustees, vacancies and quorum 270 General Provisions. 11. Provisions may be accepted by all corporations. Re- ligious corporations need not publish annual ex- hibit 271 12. Assets to be employed in accordance with charter . 271 13. Failure to elect officers, how remedied 271 14. Real estate, how sold or mortgaged 271 15. Parties in interest to be noti- fied. Burial places ex- cepted 272 16. Dissolved corporation, trus- tees of 272 17. Title passes to trustees . . 273 18. Trustees subject to court of chancery 273 19. Construction of chapter as to dissolution .... 273 20. 21. 23- 24. 25. 26. 27. 29. 30- 31- 32. 33- 73 Corporations. Powers Powers above named vest in every corporation . . 274 Articles of incorporation . 274 Failure to organize dissolves 274 Public notice . . . .• . 274 Contents of notice . . . 274 Commencement of business 275 Changes, how effected . .275 Dissolution, consent of two thirds of members neces sary for .... Conveyance of lands Arrears of dues . . Effect of violation . . Closing business . . Want of legal organization, no defense 276 Churches, etc. 34. Denominations may incor- porate 276 35. Persons incorporating . . 276 275 275 275 275 275 Syllabus of Laws, xlv 36. 37- 38- 39- Articles to be adopted, sub- scribed, and recorded . 276 Who are the corporators . 277 Denominational corpora- tions subject to other acts 277 Change of Name. How effected 277 40. Public notice 277 41. Vested rights not impaired . 277 Public Lands. 42. Purchase by church . . . 278 School Lands. 43. Purchase by church . . . "278 Taxation *. . 564 NEVADA. CONSTITUTION. 1. General laws to be enacted. 279 2. Dues collectible. Individual liabilities 279 STATUTES. Religious Associations, etc. 3. How incorporated .... 279 4. Trustees, certificates of . . 279 5. Acknowledgment of certifi- cate 280 6. Powers 280 7. Real estate, sale of . . . 280 8. Lands, etc., to descend . .281 9. Real estate, limitation . . 281 10. Annual reports 281 11. Existing incorporations not affected by repeal of prior act 281 12. Particular denominations . 281 Taxation 564 NEW HAMPSHIRE. CONSTITUTION. 1. Parishes authorized to em- ploy Protestant teachers. All churches to elect their own teachers and to be protected. Contracts with ministers valid . . 282 STATUTES. Title XVIIL Chap. CXXXVIL Conveyance of Real Estate. 2. Church lot cannot be taken by occupancy .... 283 Title XX. Chap. CXL VIL Volun- tary Corporations. Formation. 3. How incorporated .... 283 4. Articles, contents of . . . 283 5. Corporate name. How changed 283 6. Articles to be recorded. Beginning of corporate life 283 7. By-laws, etc., of signers be- come those of corpora- tion 284 Powers. 8. Corporations may raise money from members . 284 Dissolution. 9. Dissolution of corporations, how decreed 284 10. Corporation to file copy of decree 284 11. Corporation to lodge records 284 Chap. CXL VIIL General Powers of Corporations. 12. Powers vested in all corpo- rations 285 13. General powers 285 14. First meeting, how called . 285 15. Action at first meeting . . 285 16. By-laws 285 17. Contracts 286 18. Real and personal estate limit 286 19. To take mortgages . . . 286 20. Clerk, place of office . . . 286 21. Clerk's duties 286 22. Records, etc., to be open to inspection 287 xlvi Religious Corporations. 23. Copies of records .... 287 24. Penalty for refusal of copies 287 25. Annual meeting, date changed 287 26. Meetings, special, how called 287 27. Meetings, special, how warned 287 28. Dissolved corporations con- tinued for three years . 287 29. Charters may be repealed . 288 30. Authority of the supreme court in dissolution, etc. . 288 Chap. CLII. Religions Societies. 31. Membership voluntary. Withdrawals . . • . . . 288 32. Assessments and taxes . . 288 33. Donations to unincorpo- rated society ; limitation . 288 34. Church officers, corporate bodies for certain pur- poses 289 35. Ministers, etc., when deemed corporation . . 289 36. Minister may hold parson- age 289 37. Conveyance by trustees, when valid 289 38. Conveyance by minister, when valid 280 39. Churches empowered to choose committee of audit, etc 290 40. Income, limit upon , . . 290 41. Neglects or omissions not to affect society .... 290 Chap. CLIII. Sale, etc., of Meeting- hoiises. 42. Meeting-houses, proprietors may sell 290 43. Meeting-houses, corporation may sell 290 44. House belonging to individ- uals, meeting how called. 290 45. Proprietors may vote to sell. 291 46. Proceeds of sale, how divided 291 47. If disagreement, division, how made 291 48. Sale, how made, if foregoing provisions do not apply . 291 49. Sale of occupied house, how made 291 50. Houseownedby twoor more societies, how sold . . .291 Repairs and Modifications. 51. Meeting for repairs, how called 292 52. Public notice 292 53. Meeting, course of pro- cedure 292 54. Pewholders, vote of . . . 292 55. Lien upon shares of propri- etors 292 56. Defaulting proprietor, inter- est may be sold .... 292 57. Conveyance in case of sale, valid 293 58. Pewholder may convey in- terest 293 59. Repairs by town .... 293 60. Dissatisfied pewholder . . 293 Chap. CCXX. Attachments. 61. Pews are personal property. 293 Chap. CCXXXII. Executions. 62. Pews sold on notice to debtor, or notice left with town clerk 294 Miscellajieous. 63. Pardcular denominations . 294 Taxation 5^5 CONSTITUTION. 1. Taxes, etc., cannot be levied for church support . . . 295 2. No gifts of pubhc money allowed 295 NEW JERSEY. 3. General laws to be passed 295 STATUTES. /. General Provisions. I. Powers. 4. Powers specified .... 295 Syllabus of Laws. xlvii 5. Powers vested in every cor- poration 296 6. Limit upon powers . . . 296 7. Charters may be repealed, altered or suspended by legislature 297 8. Corporation sole has all powers granted in general act 297 9. Company organized under any general law has all the powers granted in this act 297 //. Formation. 10. Purposes of formation . . 297 V. Remedies, i. Against the Cor- poration. 1 1 . Directors to be trustees on dissolution 298 12. Powers and liabilities of such trustees 298 13. Continuance of corporate existence for settling up business 298 14. On dissolution directors may be continued as trustees, or a receiver may be appointed . . . 298 15. Chancellor has full jurisdic- tion 299 16. Receivers to pay debts and distribute balance among stockholders 299 17. Dissolution of corporation does not abate suits . . 299 18. Provisions relative to insol- vency do not apply to religious societies . . . 300 Miscellaneous. 19. Any corporation may change its name . . . 300 20. Change not effected until certificate actually filed. Liability and pending suits not affected . . 300 21. Corporation may remove principal office .... 301 22. Foreign benevolent corpora- tions may hold land in this State 301 23. Corporation not to assume a name already in use . . 302 24. Religious and charitable associations may file pa- pers without payment of fees 302 2. Religious Societies, {a) Incorporation, Powers, etc. 25. Meeting for incorporation and election of trustees . 302 26. Name certified and recorded 303 27. Power to hold property . . 303 28. How board perpetuated . . 303 29. President and his powers . 304 30. Election of secretary and his duties 304 31. Election of treasurer and his duties 305 32. Power to sell and convey real estate 305 {b) Annual Meetinos, Trustees, etc. 33. Annual meeting .... 305 34. Majority of trustees must be members 306 35. Election of treasurer . . . 306 36. May provide for election and number of trustees . 306 37. Annual meetings, by whom and how called .... 306 if) Change of Natne, Officers, etc. 38. Change of name, how effected 307 39. Certificate to be filed . . 307 40. Proceedings to change name 307 41. Change of officers, etc., and terms thereof .... 308 42. May establish new depart- ments 308 43. Certificate to be filed . . . 308 {d') Consolidation. 44. Societies authorized to con- solidate 308 45. Powers 309 xlviii Religious Corporations. (e) Use of Trust Funds. 46. Trustees have no power to divert property or reve- nues 309 47. School funds of churches may be devoted to other religious uses .... 309 (/) Acquiring, etc., of Real and Personal Estate. 48. Erroneous title, how cor- rected 310 49. Recording of statement val- idates title 310 50. Name of corporation, how changed 311 51. Individual trustees required to convey title to church when organization is com- pleted 311 52. Trustees of Presbyterian church may convey estate to church 312 53. Trustees of any church may convey to church . . . 312 54. Trustees may sell church property and give valid title 312 55. Trustees have power to sell and convey lands, etc. . 313 56. Trustees authorized to sell or mortgage church prop- erty 313 57. Application to chancellor for leave to sell lands . 313 58. Chancellor to appoint trus- tee. Bond to be given . 314 59. Reference to be made to master 314 60. Report of sale 314 61. Proceeds, investment of . . 315 62. Trustees liable to account .315 63. Certain lands not to be sold 315 64. Settlement of account of trustees 315 65. Reinvestment of proceeds of sales of lands . . .316 66. Authorized to increase amount or value of real or personal property . . 316 67. Resolution to be authenti- cated 316 68. Upon filing copy of resolu- tion authorized to hold an increased amount of real and personal estate . .317 69. Limitation upon amount of real and personal prop- erty 317 70. May change location of prin- cipal place of business .317 71. Act how construed . . .317 (//) Of Conferences, Presbyteries, etc. 72. Election of trustees . . .317 73. Certificate of corporate name to be filed . . . 318 74. May receive and dispose of real and personal prop- erty 318 75. Election of trustees in case of vacancy 318 76. Election of president. . .318 ']']. Election of secretary . . . 319 78. Election of treasurer . . .319 Diocesan Conventions, Synods, etc. 79. How incorporated .... 319 80. Any presbytery may incor- porate 320 81. Proceedings for incorpora- tion 320 82. Election of trustees for State denominational organiza- tions 321 83. Such denominational trus- tees to become a body corporate 321 84. Power to hold and use prop- erty 321 Religious Corporations of Confrater- nities of Clergymen, etc. 85. How incorporated .... 322 86. Who to be trustees . . . 322 87. Succession of trustees . . 323 88. Election and duties of presi- dent 323 89. Majority validates acts, etc. 323 90. How revived 323 Miscellaneoics. 91. Particular denominations . 323 Taxation 565 Syllabus of Laws. xlix NEW COMPILED LAWS. Title V. Corporations. Chap. I. For General Pu7poses. 2. Purposes. Extent of appli- cation 325 3. Articles to be filed. Certifi- cate 325 4. Certificate to be evidence . 326 5. Certificate incorporates. Powers 326 6. Corporate powers vested in directors. Qualifications. Elections 326 7. Failure to elect directors, how provided for . . . 8. Majority decides .... 9. First meeting, how held . . 10. Directors to be trustees upon dissolution 11. Dissolution, how secured . 12. Act applicable to all corpo- rations 328 13. Corporations cannot have same name or purpose . 328 14. Fees 328 15. Suits 328 16. Articles to be evidence . . 329 MEXICO. 17. Dissolution does not take away liabilities .... 329 Chap. II. For Special Purposes. 18. How incorporated .... 19. Certificate incorporates . . Powers By-laws invalid if not filed . Real estate, how sold or mortgaged 330 Defects of Articles. How amended 330 Application of Incorporation Law. 24. Future corporations . . . 330 327 327 327 327 327 20. 21. 23. 329 329 329 329 25. Prior corporations . . . .331 Extension of Corporate Life. 26. How extended 331 27. Certificate to be filed with secretary 331 28. Certificate to be filed with court 331 29. Certificate to be evidence . 331 Chtirch Records. 30. When to be received as evi- dence 332 Taxation 566 NEW YORK, CONSTITUTION. 1. No preference to any reli- gion 333 2. Corporations to be formed under general laws . . 333 3. No State grants to be given or loaned 333 STATUTES. General Corporation Law. 4. Classification of corpora- tions 333 5. Definitions 334 6. Qualification of incorpora- tors 334 7. Filing and recording certifi- cates of incorporation . . 334 8. Corporations of the same name prohibited . . . 335 9. Amended and supplemental certificates 335 10. Lost or destroyed certifi- cates 11. Certificates and other papers as evidence 12. Prohibition of other than statutory powers 13. Grant of general powers. Election by-laws . 14. Limitation of amount of property of a non-stock corporation 337 15. Acquisition of additional real property . . . .337 16. Qualification of members as voters 337 17. Proxies 337 336 336 336 1 Religious Corporations. i8. Challenges 338 19. Effect of failure to elect di- rectors 338 20. Mode of calling special elec- tion of directors . . . 338 21. Mode of conducting special elections of directors . . 338 22. Qualification of voters and canvass of votes at spe- cial elections .... 339 23. Powers of supreme court re- specting elections . . . 339 24. Quorum of directors and powers of majority . . 339 25. Directors as trustees in case of dissolution .... 339 26. Forfeiture for non-user . . 340 27. Extension of corporate ex- istence 340 28. Conflicting corporate laws . 341 The Religioiis Corporaiions Laiv. 29. General contents . . . .341 Aft. I. Provisions Applicable Gen- erally. 30. Contents 34^ 31. Short title 342 32. Definitions 342 33. Filing and recording certifi- cates of incorporation of rehgious corporations . . 343 34. Property of unincorporated society transferred by its incorporation .... 343 35. General powers and duties of trustees of religious corporations 343 36. Acquisition of property by religious corporations for branch institutions ; man- agement thereof . . . 344 37. Acquisition of property by religious corporations for cemetery purposes ; man- agement thereof . . . 344 38. Acquisition of property by two or more religious cor- porations for a common parsonage 345 39. Correction and confirmation of conveyances to relig- ious corporations . . . 345 40. Sale, mortgage and lease of real property of religious corporations 346 41. Consolidation of incorpo- rated churches .... 347 42. Judicial investigation of amount of property of re- ligious corporations . . 348 43. Corporations with governing authority over churches . 349 44. Property of extinct churches 349 45. Corporations for organizing and maintaining mission churches and Sunday- schools 350 46. Application of this chapter to churches created by special laws 350 Art. 4. See No. 107 seq. Art. J. Incorporation of Churches of other Denofninations. 47. Contents 350 48. Application of this article . 351 49. Notice of meeting for incor- poration 351 50. The meeting for incorpora- tion 352 51. The certificate of incorpora- tion 353 52. Time, place and notice of corporate meetings . . 353 53. Organization and conduct of corporate meetings ; qual- ifications of voters thereat 354 54. Changing date of annual corporate meetings . . 355 55. Changing number of trus- tees 355 56. Meetings of trustees . . . 356 57. The creation and filling of vacancies among trustees of such churches. . . . 356 58. Control of trustees by cor- porate meetings of such churches. Salaries of ministers 35^ Syllabus of Laws. li Art. 6. Incorporation of Unincor- porated Churches as a Union Church. 59. Contents 357 60. Joint meeting for the pur- poses of incorporation . 357 61. Government of incorporated union churches .... 358 Art. 7. Laws Repealed, etc. 62. Contents 359 63. Laws repealed 359 64. When to take effect . . .359 MISCELLANEOUS STATUTES. Benevolent, Charitable, Missionary Societies, Etc. 65. How incorporated, change of name and number of members 360 ^6. Certificate incorporates. Powers. Limit upon prop- erty and income . . .361 67. Election of trustees. Quo- rum. Vacancies. Re- striction upon sales, etc. . 361 68. Failure to elect trustees does not dissolve 362 69. Names of existing societies not to be used . . . 362 70. Limitations upon property. Mortmain restriction . . 362 71. Trustees liable for debts . 362 72. Visitation by court. Annual inventory of property . 362 73. Powers 363 74. Amendment and repeal . . 363 75. Trustees, how increased . 363 76. Reincorporation and contin- uation 364 77. Extension of corporate life . 364 78. Churches, parsonages, etc., included in preceding act of 1848 364 79. Trustees, perpetuation and management .... 364 80. Act applicable to all socie- ties 365 Free Churches. 81. How incorporated .... 365 82. Powers. Limitations upon property. Liability of trustees 365 83. Vacancies in boards. Pro- portion of lay members . 366 84. Pews to be free. Mortgage provisions 366 Miscellaneous Acts. 85. Supreme court may author- ize mortgages .... 366 86. Mortmain restrictions . . 366 87. Supreme court may author- ize sale or lease of prop- erty 367 88. Trustees to receive no emol- uments 367 89. Supreme court may author- ize additional lands . . 367 Dissolution of Religious Societies, except in New York County. 90. How dissolved. Disposition of proceeds 367 91. Petition, what to contain . 368 92. When members may make the application .... 368 Property of Non-busi7icss Corpora-^ tions. 93. Limitations upon principal and income. Inheritance tax not applicable . . . 368' 94. Prior acts not affected . . 369 Gifts for Charitable Purposes. 95. Indefiniteness does not in- validate. Legal title, where vested .... 369 96. Supreme court to control . 370 Statutory Construction Law. 97. Short title ; extent of appli- cation 370 98. Property 370 99. Real property 370 100. Personal property . . . 370 loi. Person 370 102. Seal 371 103. Board composed of one person 371 104. Meeting ; quorum ; powers of majority 371 lii Religious Corporations. 105. Service of notice upon body or board 37i Miscellaneous. 106. Particular denominations . 372 Religious Corporations Law. Art. 4. Incorporation of Reformed Churches, etc. 107. Decision by a Reformed Dutch or Reformed Pres- byterian church as to sys- tem of incorporation and government 372 108. Incorporation of Reformed Dutch and Reformed Presbyterian churches under this article . . .373 109. Consistory of a Reformed Church in America ; min- isters, how chosen . . . 373 1 10. Reformed churches in America, changing sys- tem of choosing trustees ; minister, how chosen . . 374 111. Reformed Presb. churches, changing system of choos- ing trustees, pew rents, and minister's salary . .375 Taxable Transfers of Property. 112. Bequests exempted from transfer tax 375 Taxation 566 See, also, pp. Ixvi and 575. NORTH CAROLINA. CONSTITUTION. 1. General laws to be enacted. 376 CODE. Chap. XVI. Corporations. 2. Powers 376 3. By-laws to determine meet- ings 376 4. First meeting, how notified when not provided for specially 377 5. Limit upon real estate . . 377 6. Corporation to continue three years after expira- tion of charter .... 377 7. How incorporated .... 377 8. Articles to be acknowledged and recorded .... 378 9. Clerk of court to give letters and publish notice . . . 378 10. Fees of clerk 378 11. Contracts for over $100 must be in writing 378 12. Execution of conveyances. What conveyances are void 379 13. Powers and duties of the attorney general . . . 379 14. Limit of life, sixty years, ex- cept for debts .... 379 15. Failure to organize in two years forfeits charter . . 380 16. Excess of real estate must be disposed of ... . 380 17. How dissolved 380 18. Service of summons and notice of dissolution . . 380 19. Chapter XVI. Applies to all corporations . . . .381 Chap. LIV. Religious Societies. 20. Donations to rehgious socie- ties to vest in them or their trustees. Real es- tate perpetually vested in church or in trustees. How mortgaged . . .381 21. Housesof worship on vacant lands to belong to society erecting them .... 382 22. Religious societies and de- nominations may appoint trustees. Limit on real estate 382 23. Trustees may be removed, and are accountable, etc. 383 Syllabus of Laws. liii Miscellaneous. 24. All unincorporated churches made corporations . . . 383 25. Restriction on sale of liquor 383 26. Penalty for violation . . . 383 27. Act not to apply to incorpo- rated churches, or outside of certain counties . , 383 Taxation 568 NORTH DAKOTA. CONSTITUTION. 1. General laws to be passed . 384 2. Cumulative voting permitted 384 3. Can engage only in author- ized business 384 4. Territorial laws recognized . 384 LAWS. Chap. III. Corporatmis. Art. i. Creation. 5. Must have corporate name . 384 6. Private corporations . . . 385 7. Articles of incorporation. Officers 385 8. Acceptance absolute . . . 385 9. Acceptance, how proved . 385 10. Private corporations, for what purposes .... 385 11. Religious corporations may hold certain amount of real estate 385 12. Contents of articles of in- corporation 386 13. One-third of incorporators must be residents . . . 386 14. Certificate to issue on filing articles of incorporation . 386 15. Articles to be recorded . . 386 16. Copy of articles evidence . 386 17. Not necessary to prove in- corporation 386 18. Members 387 Art. J. Corporate Powers. 19. Powers of corporations . . 387 20. By-laws, adopted by whom. 387 21. What the by-laws may pro- vide 388 22. By-laws must be certified and recorded. Repeal of by-laws ^88 23. Annual election of direc- tors 389 24. Election to be at first meet- ing 389 25. Election by ballot .... 389 26. Number of directors and their powers 389 27. Directors to organize and elect officers 389 28. Removal of directors . . . 390 29. Quorum of stockholders. Proxies 390 30. Election failing. Place of meeting 390 31. Uncalled meetings valid, when 391 Art. J. Dissolution. 32. When corporation is dis- solved 392 33. Failure to organize dissolves 393 34. Directors to be trustees . . 393 35. Trustees' liability .... 393 36. How revived 393 Art. 14. Religious, Educational and Be7ievolent Corporations. Gen- eral Provisions. 37. Number of trustees . . . 393 38. What articles of incorpora- tion must include . . . 393 39. Amount of property limited 394 40. Must make annual report . 394 41. May sell or mortgage prop- erty 394 42. By-laws 394 43. Subsequent members to have equal rights . . . 394 44. Membership rights personal 395 Religious Corporations. 45. Trustees of religious corpo- ration 395 liv Religious Corporations. 46. Members of any church may form corporation by alternative method . . 395 47. Title vests in successors, in trust 395 Chap. XXV I. Actions in Place of quo warranto, etc. 48. District attorney may bring action for vacating charter 396 Transfer of Real Estate. 49. Officers may be empowered to execute conveyances . 397 50. What officers may act . . 397 Change of Articles. 51. How effected 397 CluDige of Na?ne. 52. How effected 398 Place of Meeting of Directors. 53. Directors may meet within or without the State . . 399 Taxation 568 OHIO. CONSTITUTION. 1. The law to protect denomi- nations in their rights . 400 2. Special acts not to be passed 400 3. Corporations to be formed under general laws . . 400 STATUTES. Vol. I. Title II. Corporations. Chap. I. Creation, etc. 4. What laws shall govern cor- porations 400 5. Existing corporations may accept provisions . . . 401 6. Prior corporations acting under this law subject thereto 401 7. Purposes for which formed . 401 8. Contents articles of incorpo- ration. Place of business 401 9. Articles must be certified and filed ...... 402 10. Changes in articles, how made 402 11. Filing incorporates. Powers 403 12. Election of trustees. Num- ber and term of office . 404 13. Membership, how secured . 404 14. Annual and special elec- tions for trustees . . . 404 15. Oath of trustees. Officers. Majority a quorum . .405 16. Powers to be exercised by trustees who are mem- bers. Vacancies . . . 405 17. Regulations of corporation. 405 18. By-laws of trustees . . . 405 19. Regulations, how adopted or changed 405 20. Regulations, contents of . . 406 21. Trustees personally liable for all debts 406 22. Property to be used only for purpose of incorporation 406 Chap. XV. Religions and other Societies. 23. Language of service, change in 406 24. Sale of cemetery grounds in cities, etc 406 25. Trustees, order to sell prop- erty 407 26. Notice of sale 407 27. Conveyance of church sites to congregations. Judg- ments enforceable . . . 408 28. Consolidation of churches and denominations, how effected 408 29. Record of proceedings in consolidation .... 409 30. Articles for united corpora- tions 409 Syllabus of Laws. Iv 31- 3^- 33- 34- 35- 36. 37- 38. 39' 40. Property passes to new cor- poration 409 Transfer of property after union 410 Notice of application for transfer 410 Trustees for denominational property 410 Trustees subject to denomi- national regulations . .411 Powers of trustees over de- nominational property. Judgments enforceable . 411 Sale of property of extinct church 412 Use of money from sale of property of extinct churches 412 Funds from such sales to be under control of denomi- nation 413 Parties to sale of property of extinct churches . . 413 41. Publishing houses, how in- corporated 413 42. Publishing corporation s, how revived 414 43. Real estate, how sold . . . 414 44. Trustees of church may transfer property to de- nomination 414 45. Notice of petition for sale . 414 46. Sale to be confirmed by court 415 Abandoned Church Property. 47. Sale by township trustees, how effected. Use of proceeds 415 Transfer of Church Proper ty. 48. Society may transfer prop- erty to church . . . .415 Perpetuity of Title. 49. Lands and tenements to de- scend in trust .... 416 Taxation 568 OKLAHOMA. STATUTES. Chap. XV 11. Corporations. Art. I. Creation. Corporations creatures of law 417 Corporation to be created by statute 417 Grants subject to alteration. 417 Incorporation cannot be in- quired into collaterally . 417 Corporate nairie . . . .417 Private corporations, objects 418 Articles of incorporation ; officers 418 Acceptance must be abso- lute 418 Acceptance, how proved . 418 Private corporations, how formed; purposes . . .418 Religious corporations, limi- tation on real estate . .418 Contents of articles . . . 419 One-third of corporators to be residents 419 filinc 14. Certificate issues articles 15. Articles to be recorded . . 16. Copy of articles as evidence 17. Not necessary to prove in- corporation 18. Members Art. J. Corporate Powers. 19. Powers, specification of . . 20. By-laws, obligatory . . . 21. By-laws, contents .... 22. By-laws to be recorded ; may be repealed 23. Directors, time of election . 24. Directors, term of office . 25. Directors, elections by ballot 26. Directors, number and powers 27. Directors, officers of . . . 28. False representations by officers 419 419 419 420 420 420 421 421 421 422 422 422 422 423 423 Ivi Religious Corporations. 29. Directors, removal of . . . 423 30. Quorum of stockholders ; proxies 424 31. Election, failure or contest of; special meeting . . 424 32. Unlawful meeting, when valid 425 Art. 4. Corporate Records. 33. Record of transactions . . 425 Art. J. Dissohitio7i of Corporatiofts. 34. Dissolution, causes of; how effected 425 35. Lapse by non-user . . . 427 36. Directors are trustees on dissolution 427 37. Liability of trustees . . . 427 38. Revival 427 Art. 8. Examination of Corpora- tions. 39. Legislature may examine into 427 40. Power to amend . 428 ylrt. 14. Religious Corporations, etc. 41. Incorporation, how effected. 428 42. Articles, contents of . . . 428 43. Property, limitations upon . 428 44. Trustees, annual report . . 428 45. Sale or mortgage of prop- erty 428 46. By-laws 429 47. Subsequent members, rights of 429 48. Membership rights personal 429 49. Trustees, manner of choos- ing 429 50. Members of any church may associate by alterna- tive method 429 51. Title vests in successors, in trust ........ 430 Taxation 569 OREGON. CONSTITUTION. 1. No appropriations for relig- ious societies 431 2. General laws to be passed . 431 LAWS. Chap. XXXIV. Religious Societies 3. Incorporation legal . . .431 4. How effected 431 5. Articles evidence of incor- poration 432 6. Articles, contents of . . . 432 7. Trustees, powers of . . . 432 8. Powers to be exercised by the corporators .... 432 9. Limit upon value of all property 433 10. Corporations sole. Denom- inational corporations . 433 Religious Societies. Alternative Method. II. Incorporations legal 433 12. Articles to be subscribed by persons appointed by the church 433 13. Articles, contents of . . . 434 14. Powers, and limit of value upon property .... 434 15. Powers continued .... 434 16. Deeds, how signed and sealed 434 17. Articles, evidence of incor- poration 435 Change of Articles. 18. How effected. Enlarge- ment of powers .... 435 Reform Schools. 19. Church care of youthful delinquents 436 Alissionary Stations. 20. Title to, in religious socie- ties 436 Miscellaneous. 21. Particular denominations . 436 Taxation 569 Syllabus of Laws, Ivii CONSTITUTION laws 437 437 1. No special laws to passed 2. Certain charters to be in- valid 3. Amendments of previous charters conditioned upon acceptance of the consti- tution 437 4. Cumulative voting permis- sible Powers limited to provisions of charters, and real es- tate to business needs Power of the legislature over charters .... PENNSYLVANIA. 22. Renewal of charters . . . 442 23. Charters, how forfeited. Ap- 437 5- 437 438 STATUTES. General Provisions. I. Formation and Cliartcrs. 7. Powers 438 8. Purposes 439 9. Real estate, limit upon . . 439 10. Charter, contents of . . . 439 11. Notice of application to be published 439 12. Certificates, how acknowl- edged, approved and re- corded 439 13. Certificates may be acknowl- edged before a notary . 440 14. Limit of income on personal property in discretion of court 440 15. No company to go into operation until registered 440 16. Letters patent may be issued 441 17. Charters under this act in full force. 441 18. Charters may be perpetual, but legislature can revoke 441 19. Amendment of charters . 441 20. Change of name may be effected by court . . . 442 21. Amendments not to affect act of 1874, etc. . . . 442 25- peals to supreme court . 443 Legislature, power over charters \\/\ Defective charters vali- dated. Conditions . . 444 //. By-laws. 26. By-laws 445 ///. Officers and Meetings. 27. Officers designated. May be directors 445 28. Directors and trustees to be chosen annually . . . 445 29. Trustees may be elected by classes 446 30. Prior charters allowing clas- sification ratified . . . 446 31. Vacancies, how filled . . 446 32. Quorum, where number in- creased 446 33. Trustees cannot be salaried officers, or sureties, nor interested in contracts . 446 34. Secretary or treasurer . . 447 35. Cumulative voting . . . 447 36. Proxies not permissible at church elections . . . 448 37. Election officers to be sworn 448 38. Trustees may alter place of meetings 448 39. Meetings may be held out- side the State, except annual elections . . . 449 IV. MiscellaneoKs Provisions. 40. Contracts secured by undue influence void, etc. . . 449 No individual liability for debt 450 Married women ehgible in religious societies . . . 450 Privileges conferred de- pendent upon acceptance of constitution .... 450 41 43 Iviii Religious Corporations. 44. Acceptance of constitution, how effected 450 45. Record of acceptance . . 450 46. Prior corporations may ac- cept provisions of this act 450 47. ConsoHdation of corpora- tions 451 48. Secretary of state to pub- hsh list of charters . .451 49 50, V. Dissolution of Corporations. How dissolution effected. No diversion of trusts permitted 451 Courts which have jurisdic- tion. Notice .... 452 51. Sale of real estate, how effected 452 52. Receiver may be appointed. 453 53. Act applies to corporations heretofore dissolved . . 453 VI. Religious Societies. Specific Provisions. 54. Registers to be evidence. . 453 55. Real estate grants con- firmed 454 56. Lands may be held subject to denominational rules . 454 57. No ecclesiastical person to have capacity to trans- mit property in succes- sion 454 58. Property of corporations subject to the lay mem- bers 455 59. Majority of unincorporated church may choose cler- ical trustees 455 60. Amount of property held by aliens limited .... 456 61. Mortmain restriction . . . 456 62. All gifts subject to act of 1855 456 63. Property illegally held to escheat 456 64. Property or income illegally held, duty of the auditor- general 457 65. Certain purchases of real estate confirmed . . . 457 66. Trust in favor of churches, etc., not to fail for want of trustee 458 6j. On failure of provisions of wills property to be distri- buted to heirs .... 458 68. Trusts for religious uses to be put into effect by the courts 459 69. Limit upon property of un- incorporated societies. . 459 70. Limit upon property of re- ligious societies. Method of ascertaining excess . 459 71. Limit increased to $30,000 . 460 72. Court may extend property limit in its discretion . . 460 73. Limit as to property not to apply in certain cases . 461 74. Restriction on accumulation of income 461 75. State officers to keep ac- counts of moneys paid to the State 462 76. Certain real estate may be held, to be sold within five years 462 77. Corporations for religious uses may vest property in trustees so as to avoid waste or incumbrance . 462 78. Trustees and officers shall be personally liable un- less they shall notify con- tractor 463 79. Mortgage, power to . . . 463 80. Burial grounds 464 81. Y. M. Christian Associations 464 Taxation 57° Syllabus of Laws. lix RHODE ISLAND. CONSTITUTION. 1. General laws to be passed . 465 LAWS. Chap. CLXXVI. Class III. Mis- celhDieous Corpora/ions. 2. Articles, contents of. Fees. Certificates 465 3. Certificate confers powers. Chapter 177 applicable . 466 4. Property. Limitation on . 466 5. Amendments to articles, how effected 466 6. Articles and certificates as evidence 466 Chap. CLXXVII. Provisions Rc- spectiti;^ Corporations in General. 7. General Powers .... 467 8. What may be included in By-Laws 467 9. First meeting 467 10. Mode of proceeding when no person authorized to call or preside at legal meetingr 468 I"v 14. 17- 18. 19. 20. 21. Power of corporation when assembled 468 Incorporation valid, though annual meeting not held. 468 Bequests for religious pur- poses in excess of limit of property, how secured to corporation 468 Corporations, when to con- tinue three years after ex- piration of charter . . . 469 Charters may be amended . 469 Limit of time for organiza- tion 469 Certificate of organization, when filed 469 Dissolution, proceedings for. 469 Receiver, powers of . . . 470 Assets, distribution of . . 470 Jurisdiction of court . . . 470 Taxation 570 SOUTH CAROLINA. CONSTITUTION. 1. Special laws not to be enacted, except where re- quired by terms of gifts . 47 1 2. Two-thirds vote needed for special charter . . . .471 3. Religious corporations need not maintain an agent . 471 STATUTES. Chap. XL VIII. Corporations Generally. 4. All charters subject to amendment or repeal . 472 5. Bond of treasurer . . . 472 6. Powers of private corpora- tions 472 7. Majority forms board . .472 8. Must organize in two years. 473 9. Corporations may recover debts from members . . 473 Religious Societies, etc. 10. How formed. Contents of declaration. Record of certificate 473 1 1. Powers of religious corpora- tion 473 Chap. LIII. Utiijicorporated As- sociations. 12. Unincorporated associa- tions ; by what name may be sued 474 13. On whom process may be served 474 14. Liability under final process. 474 Taxation 571 Ix Religious Corporations. SOUTH DAKOTA. CONSTITUTION. 1. General laws to be passed for corporations . . .475 2. Cumulative voting per- mitted 475 3. Can engage only in au- thorized business. Limit on real estate . . . .475 4. Power of legislature over charters 475 LAWS. 5. Territorial laws recognized . 475 Chap. III. Corporations. 6. Purposes 476 7. Number of trustees . . . 476 8. Elections of trustees and by- laws subject to denomi- national regulations . . 476 Defective Articles. 9. Defective articles validated. 476 10. Corporations affected sub- ject to constitution . . 477 Amended Articles. 11. How effected 477 12. Amended articles to be filed 477 Taxation 571 TENNESSEE. CONSTITUTION. 1. Liberty of worship assured . 478 2. No religious tests allowed for public trusts . . .478 3. General laws to be passed . 478 CODE. Tttle IX. Chap. III. Private Corporations. Art. i. General Provisions. 4. Private incorporations legal. 478 5. Application for charter, form of 479 6. Certificate of registration, regulations for .... 479 7. Registration to be coexten- sive with agencies . . . 479 8. Amendments to charters, how secured 479 9. Amendments to be acknowl- edged and registered . . 480 10. List to be published by the secretary of state . . . 480 11. Legislature can amend or repeal 480 12. Prior legal obligations valid and binding 480 13. Evidences of prior legal ob- ligations valid .... 480 14. Change in number of direc- tors 480 15. Fees of State officers . . ,481 Art. J. Cotporations Not For Profit. 16. Purposes 481 17. Form of charter .... 481 18. General powers . . . .481 19. Officers and directors . . 482 20. Elections, regulations for . 482 2 1 . Directors, record of proceed- ings 482 22. Number of directors . . . 482 23. Prerequisites of membership 482 24. Term of office 482 25. No profits to members . . 483 26. Corporations, how dissolved. 483 27. Charter may be modified or amended 483 28. Property not to be employed for other than charter ob- jects 483 29. Expulsion and liability . . 483 30. Certain charters validated . 483 Title X. Religions Associations. Chap. I. Regulations. 31. Limit on real estate . . . 484 32. Title vested in trustees . . 484 33. Trustees may sell lands sub- ject to church regulations. 484 Denominational Trustees. 34. How incorporated .... 484 35. Name and seal 485 36. Charter to be registered, etc. 485 Taxation 571 Syllabus of Laws. Ixi TEXAS. CONSTITUTION. 1. No religious test for officers. 486 2. Freedom in religious wor- ship guaranteed . . . 486 3. No appropriations for sec- tarian purposes .... 486 4. General laws to be passed . 486 STATUTES. Title XX. Private Corporations. Chap. II. Creation. 5. Private corporations, how created 487 6. Purposes 487 7. Charter, requisites of . . . 487 8. Charter to be subscribed and acknowledged. Women cannot be corporators of churches 487 9. Charter to be filed and re- corded. Copy to be evi- dence 488 10. Date and evidence of corpo- rate life 488 11. Amendments to charters, how secured 488 12. Date and evidence of amendments .... 488 13. Certain amendments illegal 488 14. Legislature can amend or repeal charters 489 Chap. III. Powers and Duties. 15. Powers. Reviver .... 489 16. Unnecessary lands to be dis- posed of 490 17. Trustees, quorum of, and annual elections . . . 490 18. Officers to be chosen . . . 490 19. By-laws to be adopted, etc. 491 20. Number of directors may be increased 491 21. Effect of failure to elect directors 491 22. Property of religious corpo- rations to vest in trustees, etc 491 23. Property to be used only for charter objects .... 491 24. May recover debts from members 491 Chap. IK JMisccUaneous Pro- visions. 25. Misnomer not to vitiate con- veyances, etc 492 26. Obligation to ostensible cor- poration may be valid . 492 27. Conveyances, how made . 492 28. Corporations under act of 1 87 1 validated .... 492 29. Records of corporation to be evidence 492 Chap. V. Dissolution of Corpora- tions. How effected 492 Limit for commencing operations three years . . 492 Trustees may be receivers . 493 33. Responsibility of receivers . 493 Chap. XI. Religious Corporations, etc. 34. Churches, how incorporated. Powers. Trustees cannot exercise spiritual func- tions 493 Church charters need not include capital stock . . 494 Taxation 572 30- 31- 32. 35 UTAH. CONSTITUTION. 1 . No religious tests for office, nor establishment of religion, etc 495 2. All charters revocable . . 495 3. Freedom of worship assured 495 4. General lafws to be enacted. Limits on legislative power 495 5. Future benefits dependent upon acceptance of con- stitution 496 Ixii Religious Corporations. 9- lO. II. 12. Charter not to be extended . 496 Definition and powers of corporations 496 No appropriations for i-elig- ious institutions .... 496 General laws to be enacted. 496 Conditions precedent to transaction of business Limit upon business . . Territorial laws in force . 496 497 497 LAWS. Part II '. Chap. I. Private Corpo- rations. 13. Number of corporators . . 497 14. Agreement, contents of . . 497 15. Agreement to be recorded . 498 16. Filing agreement. Certifi- cate of incorporation . . 498 17. Powers. By-laws. Quorum of directors 498 18. Settlement after dissolution, how effected 499 19. Removal of officers. Term of service 499 20. Postponed elections, when to be held , 499 21. Records to be kept . . . 500 22. False entries on records, etc 500 23. Improper practices to be punished 500 24. Transcript of record . . . 500 25. Must commence operations within two years . . . 500 26. Legislature may amend or repeal 500 Mcorporation of Re/igious Societies. 27. Directors to be elected . . 501 28. Articles, contents of. Offi- cers' term and qualifying of 29. Powers. Annual report 30. Mortgage or sale must be authorized by members . 502 31. Method of validating defec- tive organizations . . . 502 Part IX. Chap. III. Interpretation. 32. What certain words include 502 Meaning of " Seal "... 502 liliscel/ancoin. Particular denominations . 502 Taxation 572 501 501 33 34 VERMONT. CONSTITUTION. 1. Religious freedom guaran- teed. Observance of the Sabbath 503 2. Assembly's power over charters 503 3. Religious societies to be pro- tected 503 LAWS. Tit/e I. Chap. I. Construction of Statutes. 4. Pews are real estate . . . 504 Title XI Chap. LXXXIII. Execution. 5. Pews cannot be sold on exe- cution 504 Title XIII. Chap. XCVIII Con- veyances for Religious Purposes. 6. Corporation may appoint agent 504 7. No estate to vest in ecclesi- astical persons .... 504 8. Real estate to vest only in religious corporation . . 504 9. Past grants to vest in corpo- ration at death of gran- tees 504 10. Governor to reconvey, when. 505 Title XVIII. Chap. CXXX. Towns. 11. Rents of town lands for re- ligious purposes, how dis- posed of 505 Title XXVII. Chap. CLXIV. Religious Societies, etc. 12. Purposes 505 13. How formed. Articles to be recorded 506 14. First meeting 506 Syllabus of Laws. Ixiii - 15. Corporate name and seal. By-laws 506 16. Powers. Property to be used only for corporate objects 506 17. Money, how raised. Shares of property 507 18. Shares may be assessed . . 507 19. Records to be kept. Evi- dence 507 20. Prior societies to retain powers conferred . . . 507 21. Legislative control . . . . 507 Repairs of Churches. 22. Notice of meeting to pro- vide for 507 23. Organization of meeting , 508 24. Voting. Committee of ap- praisal. Assessment . . 508 25. Meeting may assess pews and direct repairs . . . 508 26. Sale of pews for non-pay- ment. Redemption . . 508 Moving or Dissolving Religious Associations. 27. Petition to court .... 509 28. Recognizance for petitioners 509 29. Society may defend . . . 509 30. Appointment of commis- sioners 509 31. Proceedings if petition be granted 510 32. Warrant for distribution . . 510 33. Proceedings if society pre- vails 510 34. Commissioners' fees . . .510 Miscellaneous. 35. Particular denominations . 511 Taxation 572 VIRGINIA. CONSTITUTION. 1. No charters to be granted to churches 512 2. Property rights confirmed and guaranteed . . . .512 CODE. Title XXI. Chap. LXIII. Of Religious Freedom. 3. No compulsory support of religion, religious tests, etc 512 Title XXI. Chap. LXIV. Of Church Property, etc. 4. Conveyances of land con- firmed 513 5. Trustees to be appointed . 513 6. Property rights in divided congregation vested in majority, subject to court 513 7. Title to books and furniture in trustees 514 8. Suits by and against trus- tees 514 9. Limitation upon real estate. 514 10. Suits may be brought to pro- tect trusts 514 11. Suits may be brought for sale or mortgage . . .515 12. Trustees may petition for sale or mortgage. Prop- erty of extinct churches, how disposed of . . .515 Taxation 572 WASHINGTON. CONSTITUTION. No irrevocable charters . .517 No religious establishment or qualification for office, etc 517 Laws to grant equal privi- leges 517 be 4. Special laws not to passed 517 5. General laws to be en- acted 518 6. Charters not to be extended or forfeitures remitted by legislature 5^^ Ixiv Religious Corporations. 7. Meaning of " Corporation." Power to sue 518 8. Territorial laws in force un- til repealed 518 STATUTES. Title XVI 11. Chap. IX. Of Cor- porations for Religious Pur- poses, etc. 9. How incorporated. Con- tents of articles . . . .518 10. Powers 519 11. Dissolution, how effected . 519 Defective Articles. 12. How validated 519 Lists of Officers. 13. Existing corporations . . . 520 14. Future corporations . . .521 Corporations for Religious Purposes. 15. How incorporated . . . .521 16. Purposes 521 17. Articles, contents of . . .521 18. First meeting, how called . 521 19. First meeting, officers, by- laws 522 20. Certificates of association and incorporation . . . 522 21. Powers 523 22. Prior corporations may ac- cept provisions .... 523 23. Amendments to articles, how effected 524 Missionary Stations. 24. Titles confirmed .... 525 Taxation . , 573 WEST VIRGINIA. CONSTITUTION. 1. No compulsory support of religion, religious tests, etc 526 2. No law for sale of church , property to be passed . . 526 3. No charter for churches. General laws to be enacted for church prop- erty 526 CODE, Chap. L VII. Of Church Property. 4. Grants made after 1777 valid 527 5. Title to personal property to vest in trustees .... 527 6. Circuit court may appoint trustees 527 7. All titles vested in trustees . 528 8. Real estate, limit upon. Power to sue 528 9. Trustees may mortgage property 529 10. Property to be sold only on order of'court .... 529 Taxation 573 WISCONSIN. CONSTITUTION. 1. No compulsory or State sup- port of religion .... 530 2. No religious tests for public trusts 530 3. No special laws to be passed 530 4. General laws to be enacted. 530 STATUTES. Title XIX. Corporations. Chap. LXXV. General Provisions. 5. Powers 531 6. Majorities a quorum of directors and members . 532 7. Records, rules as'to. Penalty for omissions .... 532 8. All meetings of entire mem- bership legal .... 532 9. Elections of trustees, special provisions for ... . 533 10. Dissolution, grounds for . . 533 11. Expiring and dissolved cor- porations continued for three years. Trustees to be administrators . . . 533 12. Property to be used only for corporate purposes . . 534 Syllabus of Laws. Ixv 13. Powers of the Legislature . 534 14. Actions may be maintained by and against members. 534 Chap. LXXXVI. Organization. 15. Purposes. Corporations to carry out wills .... 534 Mode of Organization. 16. Articles, contents, tiling and fees 535 17. Signers of articles to act until trustees are elected . 536 18. Amendmentsto articles, how effected, must be re- corded 537 Additional Powers of Peculiar Corporations. 19. Organization secures incor- poration. Powers over property 538 20. Religious corporations may be controlled by denomi- nation 538 21. Dissolution, provisions for . 538 Misceltancotts. 22. Amendments of articles. Existing corporations may organize under this chap- ter 539 Chap. XCI. Of Religious Societies. 23. Who may incorporate . . 540 24. Articles of association, form and record 540 25. By-laws. Number of trus- tees. Membership . . 540 26. Powers 541 27. Trustees may be classified . 541 28. Meetings. By-laws . . . 541 29. Notice of first meeting. Qualifications of voters . 541 30. Trustees, powers, officers, records. To be governed by denominational rules . 542 31. Existing religious corpora- tions confirmed. May organize under this chap- ter, but cannot change denominational connec- tion 542 32. Failure to elect trustees not to dissolve. Dissolved corporations may reincor- porate 543 33. Incorporation of synods and presbyteries, etc. . . . 543 34. Trustees of synods and pres- byteries may take title . 543 35. Real estate to vest in trustees 544 36. Prior incorporations con- firmed. Provisions of this chapter applicable . . . 544 Title XXI. Chap. C. Recording of Instruments, etc. 37. Deeds of church pews re- cordable 544 38. Mortmain restricdons . . 545 Miscellaneotis. 39. Pardcular denominations . 545 Taxation 573 WYOMING. CONSTITUTION. 1. No appropriations for re- ligious purposes . . . 346 2. No special laws to be passed 546 3. General laws to be enacted. Powers of the legislature . 546 4. Territorial laws in force . . 546 STATUTES. Title I. Chap. I. Of Conveyances. 5. Conveyances of church pe\vs may be recorded . 547 Title VII. Chap. IV. Religious Associations, etc. 6. Purposes 547 7. Record secures incorpora-. tion. Evidence of incor- poration 548 8. Powers. Limitation upon property 548 9. By-laws, purposes .... 548 10. Power to raise money . . 549 11. Officers to receive no salary 549 Ixvi Religious Corporations. 12. Powers of trU'Stees conferred in by-laws 549 13. Power of legislature . . . 549 Chap. V. Certain ChurcJi Associa- tions, etc. 14. Churches may incorporate under denominational au- thority 549 15. First meeting for such or- ganization 549 16. Articles, contents and filing. 550 17. Persons organizing to be first corporators 550 18. Denominational corpora- tions for education, charity, etc., how formed 550 19. Churches may reincorporate under this chapter . . . 551 20. General laws to apply to corporations under this chapter 551 21. By-laws 551 Title XX VIII. Procedure— Civil. Div. VII Chap. III. Partition. 22. Partition of property of re- ligious denominations . 552 23. Partition of property of re- ligious congregations . .552 24. Restrictions upon partitions above authorized . . . 552 25. Costs and expenses to be equitably taxed .... 552 Chap. IV. Subdiv. IV. To Sell Estates, etc. 26. Sale of property held for re- ligious use, how effected . 553 27. Who are parties to proceed- ings 553 Acceptance of Constitution. 28. Acceptance necessary . .553 29. How effected 554 30. Record 554 31. Duty of secretary of state . 554 32. Imperfect acceptance legal- ized 554 33. Unincorporated societies . 554 Taxation 574 NEW YORK. Amendment, Religious Corporations Law. Art. IV, April, i8g6. 113. Word Presbyterian in- serted in title .... 575 114. Decision by Lutheran and Presbyterian churches as to system of incorpora- tion and government . . 575 115. Incorporation of Reformed Dutch, Presbyterian, Re- formed Presbyterian and Evangelical Lutheran churches ..... 576 1 16. Evangelical Lutheran and Presbyterian churches, changing system of elect- ing trustees ..... 577 Amendment Art. V. 117. Application of this article . 578 118. Time when in force . . . 579 ALABAMA. CONSTITUTION. Article XIV. (Operative, Dec. lo, 1875.) 1. Limitation on powers of corporations. — 5. No corporation shall engage in any business other than that ex- pressly authorized by its charter. 2. Powers of General Assembly. — 10. The General Assembly shall have the power to alter, revoke or amend any charter of incorporation now existing, and revocable at the rati- fication of this Constitution, or any that may hereafter be created, whenever, in their opinion, it may be injurious to the citizens of this State, in such manner, however, that no injustice shall be done to the incorporators. No law hereafter enacted shall create, renew or extend the charter of more than one corpora- tion. STATUTES. Code, 1887. 3. Method. — Election of trustees. — 1694. The mem- bers of any church or religious society, of an educational society, benevolent society, or the owners of a graveyard, desiring to become incorporated, shall elect not less than three nor more than nine trustees. 4. Incorporation completed by filing certificate.— 1695. Such trustees shall, within thirty days after their election, file in the office of the judge of probate of the county in which the corporation is to exercise its functions, a certificate stating the corporate name selected, the names of the trustees, and the length of time for which they were elected ; which certificate shall be subscribed by them, and recorded. The members of such society, their associates and successors are, from the filing of such certificate, incorporated by the name therein specified. 5. Powers. — 1696. Corporations created under this chap- ter may hold real and personal property, not exceeding in value fifty thousand dollars, may receive property by gift, will or 2 Religious Corporations. devise, holding the same in conformity with all lawful condi- tions imposed by the donor, and exercise such other powers as are incident to private corporations. 6. Suits against, how begun. — 1697. In all suits or legal proceedings, the service of process and papers on a trustee of such corporation is valid for the purpose of bringing such cor- poration into court, or for the objects of the notice. 7. Consent of majority of members necessary to exe- cution of mortgage. — 1698. The trustees, or other authorized agents of any society or church, organized by special charter, or under the general laws of this State, may, by mortgage or deed of trust, convey all, or any part of the property thereof, real or personal, to secure the payment of any debt contracted by the trustees or other authorized agents ; but this section shall first have been accepted as an amendment to the organic law of such society or church, if not already a part, of it, by a majority of the adult members of such society or church, assem- bled after ten days' notice of the time, place and object of such meeting, posted at the usual place of assembly, and published by announcement at a regular meeting for at least one week prior to such action ; no such mortgage or deed of trust shall be executed without the consent of a majority of such trustees and of a majority of the adult members of such organization, voting thereon at a meeting assembled after ten days' notice as above. 8. Recital upon minutes evidence of regularity. — 1699. A recital upon the minutes of the proceedings of such society or church, that such notice was given, and of the vote upon the question before the meeting, shall be evidence of the regularity of such meeting, and of the proceedings therein. Incomplete Articles of Incorporation. [Act of Feb. 28, 1889.] 9. How completed. — Whenever any private corporation heretofore or hereafter created under the laws of Alabama have accidentally or inadvertently failed to comply with the requisi- tion of the statute in its organization, it shall be lawful for the president of such organization to supply such omission by filing with the probate judge who issued the certificate of incorpo- ration, a statement, under oath, setting forth such omission and supplying the same, which shall be filed with the other papers of such incorporation and recorded. And such filing Alabama. 3 shall relate back to the date of such incorporation, except as to the rights of third parties, which might have intervened. Amendment of Charters. [Act of Feb. 6, 1895.] 10. How effected. — Any corporation not of a business character may alter or amend its charter whenever not less than three-fourths in number of the members thereof shall file in the office of the judge of probate of the county wherein the original declaration of incorporation was filed, or in cases where the charter was granted by an act of the general assem- bly of Alabama, prior to the enactment of the general incorpo- ration laws of this State of 1S67, in the office of the secretary of state, a declaration in writing, signed by them, setting forth, I. When said corporation was organized, its name, what changes, if any, it is desired to make in such name 2. The purposes of the corporation, as the same are set forth in the original declaration of incorporation and the alterations and amendments thereof, if any such are desired. Provided^ .... That no such change or alteration in the charter of any corpo- ration shall authorize it to exercise any powers, or to do any acts which similar corporations are not authorized to exercise and do, under the laws existing at the time such alteration or amendment is made nor to decrease its stock below the mini- mum fixed by these existing laws. ALASKA. ACT OF CONGRESS, May 17, 1884. 1. Laws of Oregon applicable,* — 7. That the general laws of the State of Oregon now in force are hereby declared to be the law in said district, so far as the same may be appli- cable and not in conflict with the provisions of this act or the laws of the United States. 2. Land for missionary stations. t — 8. That the said district of Alaska is hereby created a land district A7id provided also, That the land not exceeding six hundred and forty acres at any station now occupied as missionary stations among the Indian tribes in said section, with the improvements thereon erected by or for such societies, shall be continued in the occupancy of the several religious societies to which said missionary stations respectively belong until action by Congress; but nothing contained in this act shall be construed to put in force in said district the general land laws of the United States. ACT OF CONGRESS, March 6, 1891. 3. Missionary stations excepted from provisions for town sites and purchase of lands. — 14 And all tracts of land not exceeding six hundred and forty acres in any one tract now occupied as missionary stations in said district of Alaska are hereby excepted from the operation of the last three preceding sections of this act (26 Stat., 1095), * See also, under Arizona, Federal Laws. t See similar titles under Oregon and Washington. (4) ARIZONA. FEDERAL LAWS AFFECTING ALL THE TERRITORIES. Revised Statutes of the U. S., 1891. 1. Powers of Territorial Assemblies. — 1889. The Legislative Assemblies of the several Territories shall not grant private charters or special privileges, but they may, by general incorporation acts, permit persons to associate themselves to- gether as bodies corporate, .... for colleges, seminaries, churches, libraries or any other benevolent, charitable or scien- tific association. 2. Limit on real estate. — 1890. No corporation or asso- ciation for religious or charitable purposes shall acquire or hold real estate in any Territory during the existence of the Terri- torial government of a greater value than fifty thousand dollars, and all real estate acquired or held by such corporation or asso- ciation contrary hereto shall be forfeited and escheat to the United States; but existing vested rights in real estate shall not be impaired by the provisions of this section. 3. Trustees to hold real estate. — 5352. All religious societies, sects, and congregations shall have the right to have and to hold, through trustees appointed by any court exercising probate powers in a Territory, only on the nomination of the authorities of 9uch society, sect, or congregation, so much real property for the erection or use of houses of worship, and for such parsonages and burial-grounds as shall be necessary for the convenience and use of the several congregations of such religious society, sect, or congregation. REVISED STATUTES OP ARIZONA, 1887. Title XII. Chap. I. Preliminary Provisions. 1. Private corporations defined. — 231 (Sec. 3). A pri- vate corporation is one organized for the purposes of religion, charity or benevolence, sociability or learning, or for profit. (5) 6 Religious Corporations. Chap. II. Corporations in General. 2. Who may incorporate. — 232 (Sec. i). Any number of persons may associate themselves together and become incor- porated for the transaction of any lawful business. But such incorporation shall confer no powers or privileges not possessed by natural persons except as herein provided. 3. Powers. — 233 (Sec. 2). Among the powers of such bodies corporate, shall be the following : 1. To have perpetual succession. 2. To sue and be sued by the corporate name. 3. To have a common seal and alter the same at pleasure. 4. To render the shares or interest of stockholders transfer- able and prescribe the mode of making such transfers. 5. To exempt the private property of members from lia- bility for corporate debts. 6. To make contracts, acquire and transfer property, pos- sessing the same powers in such respects as private individuals now enjoy. 7. To establish by-laws and make all rules and regulations deemed expedient for the management of their affairs not incon- sistent with the Constitution and laws of the United States and laws of this Territory. 4. Articles of incorporation. — 234 (Sec. 3). Before commencing any business except that of their own organiza- tion, they must adopt articles of incorporation, which shall be signed and acknowledged by them, as deeds are required to be acknowledged and recorded in a book for that purpose, in the office of the county recorder of the county where the principal place of business is to be. The articles of incorporation must contain : 1. The names of the corporators, the name of the corpora- tion and its principal place of transacting business. 2. The general nature of the business proposed to be trans- acted. 3. The amount of capital stock authorized and the times when and conditions upon which it is to be paid in. 4. The time of the commencement and termination of the corporation. 5. By what officers or persons the affairs of the corporation are to be conducted, and the times at which they are to be elected. Arizona. h 6. The highest amount of indebtedness or liability to which the corporation is at any time to subject itself. 7. Whether private property is to be exempt from corporate debts. Unless so exempted stockholders are liable for the debts of the corporation, in the proportion which their stock bears to the whole capital stock. 5. Time-limit and reiaewal of charters. — 238 (vSec. 7). Corporations for the construction of any work of internal im- provement may be formed to endure for fifty years, those formed for other purposes shall not exceed twenty-five years in duration, but in either case they may be renewed from time to time for a period not greater than was at first permissible, when three-fourths of the votes cast at any regular election held for that purpose shall be in favor of such renewal. 6. Dissolution, how secured. — 239 (Sec. 8). The corpo- ration shall not be dissolved prior to the period fixed upon, in the articles of incorporation, except by a majority of stock of its members unless a different rule is adopted in the articles. And no such premature dissolution shall take place, unless pre- ceded by the newspaper publication required at its organization. 7. Legal organization to be presumed. — 248 (Sec. 17). Persons acting as a corporation under the provisions of this act shall be presumed to oe legally organized until the contrary is shown, and no such franchise shall be declared to be actually null and forfeited except in a regular proceeding brought for that purpose. Chap. VI. Religious, Social and Benevolent Associations. 8. Who may incorporate. — 332 (Sec. i). Any number of persons associated together for any purpose where pecuniary profit is not their object, and for which individuals may lawfully associate themselves, may, in accordance with the rules, regu- lation or discipline of such association elect directors, the number thereof not to be less than three, nor [more] than twenty- five, and may incorporate themselves as provided in this title. 9. Articles of incorporation.— 333 (Sec. 2). In addition to the requirement of Section 3, of Chapter II, of this act, so far as such section is applicable, the articles of incorporation of any such association as is mentioned in the preceding section 8 Religious Corporations. shall set forth the holding of the election for directors, the time and place where the same was held and the result thereof, which fact must be verified by the officers conducting the election. 10. Powers. Limit on property. — 334(860.3). All such corporations may hold all the property of the association owned prior to incorporation, or acquired thereafter in any manner, and transact all business relative thereto, but no such corporation must own or hold more real estate than may be necessary for the business and objects of the association, and providing burial- grounds for its deceased members not to exceed six whole lots in any city or town, nor more than twenty acres in the country, the annual increase or income whereof must not exceed fifty thousand dollars. 11. Directors. Annual report. — 336 (vSec. 5). The direc- tors must annually make a report of all property, real and per- sonal, held in trust for their corporation by them, and of the condition thereof, to the members of the association for which they are acting. 12. How real estate may be mortgaged or sold.— 337 (Sec. 6). Corporations of the character mentioned in Section one of this chapter, may mortgage or sell real property held by them upon obtaining an order for that purpose from the district court held in the county in which the property is situated. Before making the order, proof must be made to the satisfaction of the court that notice of the application for leave to mortgage or sell, has been given by publication in such manner and for such time as the court or judge has directed, and that it is for the interest of the corporation that leave should be granted as prayed for. The application must be made by petition, and any member of the corporation may oppose the granting of the order by affidavit or otherwise. 13. Additional powers.— 338 (Sec. 7). Corporations organ- ized for purposes other than for profit may, in their by-laws or ordinances, constitutions, or articles of incorporation, in addi- tion to the provisions in Chapter II of this act, provide for: 1. The qualiiications of members, mode of election, and terms of admission to membership ; 2. The fees of admission and dues to be paid to their treas- ury by members; 3. The expulsion and suspension of members for misconduct or non-payment of dues; also for restoration to membership; Arizona. 9 4. Contracting, securing, paying, and limiting the amount of their indebtedness; 5. Other regulations, not repugnant to the Constitution or laws of the Territory and consonant with the objects of the corporation. 14. New members. — 339 (Sec. 8). Members admitted after incorporation have all the rights and privileges, and are subject to the same responsibilities as members of the association prior thereto. 15. Rights or privileges of members. — 340 (Sec. 9). No member, or his legal representative, must dispose of or transfer any right or privilege conferred on him by reason of his mem- bership of such corporation, or be deprived thereof, except as herein provided. Chap. VIII. Existing Corporations Entitled to Benefits. 16. How benefits may be secured. — 353 (Sec. i). Any corporation now existing in this Territory and formed under the laws thereof may, by a resolution of its board of directors, elect to come under and enjoy all the advantages of this title, and upon filing in the office of the secretary of the Territory a copy of said resolution certified by the seal of said corporation and attested by the president thereof with the seal of said corpora- tion, such corporation shall have the same powers, privileges and rights as though it had been erected under this act. 17. Status of existing corporations. — 354 (Sec 2). No corporation formed or existing by virtue of and under the laws of this Territory before the day on which this act takes effect, is affected by its provisions, unless such corporation elects to come under this act, as provided in the preceding section, but the laws under which such corporations were formed and exist are applicable to all such corporations and are repealed subject to the urovisions of this section. ARKANSAS. CONSTITUTION. Article XII. [In effect, Oct. 30, 1874.] 1. Powers of General Assembly. — 6. Corporations may be formed under general laws, which laws may, from time to time, be altered or repealed. The General Assembly shall have the power to alter, revoke or annul any charter of incorporation now existing and revocable at the adoption of this Constitution, or any that may hereafter be created, whenever, in their opin- ion, it may be injurious to the citizens of this State, in such manner, however, that no injustice shall be done to the corpo- rators. STATUTES. Digest, 1893. Chap. XLVII. VII. Corporations for Benevolent Purposes, etc. 2. Who may incorporate. — 1413. Any lodge of Free- masons or Odd Fellows, divisions of Sons of Temperance, or any grange of the Patrons of Husbandry, or any cooperative or other association organized for benevolent purposes, or for the mutual benefit of its members, or for the promotion of any other good and useful object, .... or any association organized for the promotion of bodily or mental health, and all societies organ- ized to promote either or all of the above-named objects, and for all other similar purposes by whatever name they may be known, consisting of not less than three persons, .... may be constituted and declared a body politic and corporate, with all the privileges and powers and subject to all the liabilities contained in this act. 3. Articles to be filed. — 1414. Any association of persons desirous of becoming incorporated, under the provisions of this act, shall file with the clerk of the circuit court and recorder for the proper county a copy of their constitution or articles of association and a list of all the members, together with a petition (10) Arkansas. u to said court for a certificate of incorporation under the pro- visions of this act. 4. Certificate of incorporation. — 141 5. Said clerk shall enter of record said constitution or articles of association and accompanying petition and list of names, and shall issue to said association, under the seal of said court, a certificate in the following form, to wit : "Whereas, A., B., C, D., E., F. and others, have filed in the office of the clerk of the court of county their constitution or articles of association in compliance with the provisions of the law, with their petition for incorporation, under the name or style of , they are therefore hereby declared a body politic and corporate by the name and style aforesaid, with all the powers, privileges and immunities granted in the law thereunto appertaining. (Seal. ) Attest : Clerk of the Circuit Court of the said county and ex-officio Recorder." 5. Amendments to be filed. — 141 6. All associations incorporated under the provisions of this act shall file a copy of all amendments to their constitution or articles of associa- tion, certified as such, with the clerk of said court, within sixty days after their passage. 6. First meeting. — 141 7. The first meeting of any such corporation shall be called, organized and held in the manner prescribed in the constitution or articles of association of said corporation. 7. Power to raise money. — 141 8. Any such corporation shall have power to raise money in any manner agreed upon in its constitution or articles of association. The forms of govern- ment or management of such corporation shall also be such as are prescribed by their constitution or articles of association, 8. General powers. — 141 9. Such corporations shall have such powers of suing and being sued, buying, holding and sell- ing property, real and personal, and of otherwise carrjang out the purposes and objects of their organization as are possessed by other corporations and which may be necessary to their efficient management and the promotion of their purposes. 12 Religious Corporations. 9. Record to be kept. — 1420. It shall be the duty of the clerk or secretary of any such corporation to keep a fair record of the proceedings of such corporation in a book provided for that purpose, and which shall at all times be open to the inspec- tion of the members of such corporation. 10. Fee allowed to clerk. — 142 1. The clerk of the cir- cuit court shall receive for his services under the provisions of this act such fees as are allowed by law for similar services. IX. Dissolution of Corporations. 11. Property vests in the State in trust. — 1429. If any corporation shall expire or cease to exist, either by its own limitation, judicial judgment of forfeiture of charter, or by legislative act, the common law in relation to corporations shall not be in force in relation thereto, but the goods and chattels, lands, 'tenements and hereditaments, and every right or profit issuing out of or appertaining thereto, moneys, credits and effects of such corporation, shall immediately vest in the State in trust for the uses and purposes by said charter contemplated ; and each, every, and all right, upon the expiration or dissolution of said corporation, shall be and is in abeyance until the action of the Legislature shall be had thereon, unless provisions shall be made by law for the management of said corporation fund in contemplation of such dissolution. Chap. CXXXII. Religious Societies. 12. Property may be held by trustees. — 6381 . All lands and teneinents, not exceeding forty acres, that have been or hereafter may be conveyed by purchase to any person or persons as trustee or trustees in trust for the use of any religious society within this State, either for a meeting house, burying-ground, camp-ground or residence for their preacher, shall descend, with the improvements and appurtenances, in perpetual succes- sion, in trust to such trustees as shall, from time to time, be elected or appointed by any such religious society according to the rules and regulations of such society. 13. Powers of trustees. — 6382. The trustee or trustees for the time being of any religious society aforesaid shall have the same power to defend and prosecute suits at law or in equity, and do all other acts for the protection, improvement and preservation of said property, as individuals may do in relation to their individual property. CALIFORNIA. CONSTITUTION. Article XII. [In force Jan. i, 1880.] 1. Powers of General Assembly. — i. Corporations may- be formed under general laws, but shall not be created by spe- cial act. All laws now in force in this State concerning corpo- rations, and all laws that may be hereafter passed pursuant to this section, may be altered from time to time or repealed. 2. Limitation on power of corporations. — 5. No cor- poration shall engage in any business other than that expressly authorized in its charter or the law under which it may have been or may hereafter be organized; nor shall it hold for a longer period than five years any real estate, except as may be necessary for carrying on its business. 3. Stockholders' right to vote. — 12.* In all elections for directors or managers of corporations every stockholder shall have the right to vote, in person or by proxy, the number of shares of stock owned by him, for as many persons as there are directors or managers to be elected, or to cumulate said shares and give one candidate as many votes as the number of direc- tors multiplied by the number of his shares shall equal, or to distribute them, on the same principle, among as many candi- dates as he shall think fit; and such directors or managers shall not be elected in any other manner, except that mem- bers of cooperative societies formed for agricultural, mercantile and manufacturing purposes may vote on all questions affect- ing such societies in manner prescribed by law. 4. Maintenanceof an office not obligatory. — 14. Every corporation, other than religious, educational or benevolent, organized or doing business in this vState, shall have and main- tain an office or place in this State for the transaction of its business, etc. * Section 307 of the Statutes makes cumulative voting permissible in religious corpo- rations only when so provided in the by-laws. (13) 14 Religious Corporations. CODES AND STATUTES, 1885. Supplement, 1889. (With amendments to 1S94.) Title I. General Provisions.* [Civil Code took effect Jan. i, 1873.] 5. Corporations, how formed. — 285. Private corpora- tions may be formed by the voluntary association of any five or more persons, in the manner prescribed in this article. A ma- jority of such persons must be residents of this vState. 6. Purposes. — 286. Private corporations may be formed for any purpose for which individuals may lawfully associate themselves. 7. Existing corporations may elect to continue. — 287. Any corporation existing on the first day of January, one thousand eight hundred and seventy-three, formed under the laws of this State, and still existing, which has not already elected to continue its existence, under the provisions of this code applicable thereto, may, at any time thereafter, make such election by the unanimous vote of all of its directors, or such election may be made at any annual meeting of the stockholders or members, or at any meeting called by the directors expressly for considering the subject, if voted .... by a majority of the members, or inay be made by the directors upon the written consent of that number of such stockholders or members. A certificate of the action of the directors, signed by them and their secretary, when the election is made by their unanimous vote, or upon the written consent of the stockholders or mem- bers, or a certificate of the proceedings of the meeting of the stockholders or members, when such election is made at any such meeting, signed by the chairman and secretary of the meeting, and a majority of the directors, must be filed in the office of the clerk of the county where the original articles of incorporation are filed, and a certified copy thereof must be filed in the office of the secretary of state ; and thereafter the corpo- ration shall continue its existence under the provisions of this code which are applicable thereto, and shall possess all the rights and powers, and be subject to all the obligations, restric- tions, and limitations, prescribed thereby. * The omitted sections, viz., 291, 293-295, 299, 300, 309, 313, 319 and 321, relate solely to corporations for profit. California. 15 8. Existing corporations not affected, but prior laws repealed. — 288. No corporation formed or existing before twelve o'clock, noon, of the day upon which this code takes effect [Jan. I, 1873], is affected by the] provisions of Part IV of Division First of this code, unless such corporation elects to continue its existence under it as provided in Section two hun- dred and eighty-seven ; but the laws under which such corpora- tions were formed and exist are applicable to all such corpora- tions, and are repealed subject to the provisions of this section. 9. Articles of incorporation. — 289. The instrument by which a private corporation is formed is called "articles of incorporation." 10. Contents of articles. — 290. Articles of incorporation must be prepared, setting forth : 1. The name of the incorporation; 2. The purpose for which it is formed ; 3. The place where its principal business is to be trans- acted ; 4. The term for which it is to exist, not exceeding fifty years ; 5. The number of its directors or trustees, which shall not be less than five nor more than eleven, and the names and resi- dence of those who are appointed for the first year. 11. Subscription and acknowledgment of articles. — 292. The articles of incorporation must be subscribed by five or more persons, a majority of whom must be residents of this State, and acknowledged by each before some officer authorized to take and certify acknowledgments of conveyances of real property. 12. Articles, where to be filed.* Corporate life, fifty years, unless otherwise stated. — 296. Upon filing the articles of incorporation in the ofifice of the county clerk of the county in which the principal business of the company is to be transacted, and a copy thereof, certified by the county clerk, with the secretary of state, and the affidavit mentioned in the last section, where such affidavit is required, the secretary of state must issue to the corporation, over the great seal of the State, a certificate that a copy of the articles, containing the required statement of facts, has been filed in his office; and * Section 299 requires a copy of articles to be filed in every county -where a corpora- tion holds property, and Section 363 (i) provides for a correction of mistakes made in filing of original articles. 6 i6 Religious Corporations. thereupon the persons signing the articles, and their associates and successors, shall be a body politic and corporate, by the name stated in the certificate, and for the term of fifty years, unless it is in the articles of incorporation otherwise stated or in this code otherwise specially provided. 13. Articles to be evidence. — 297. A copy of any articles of incorporation filed in pursuance of this chapter, and certified by the secretary of state, must be received in all the courts and other places as prima facie evidence of the facts therein stated. 14. Members defined. — 298. The owners of shares in a corporation which has a capital stock are called stockholders. If a corporation has no capital stock, the corporators and their successors are called members. 15. By-laws to be adopted by members. — 301. Every corporation formed under this title must, within one month after filing articles of corporation, adopt a code of by-laws for its government not inconsistent with the constitution and laws of this State. The assent .... of a majority of the members, if there be no capital stock, is necessary to adopt by-laws, if they are adopted at a meeting called for that purpose ; and in the event of such meeting being called, two weeks' notice of the same, by advertisement in some newspaper published in the county in which the principal place of business of the corpora- tion is located, or if none is published therein, then in a paper published in an adjoining county, must be given by order of the acting president. The written assent of ... . two- thirds of the members if there be no capital stock shall be effectual to adopt a code of by-laws without a meeting for that purpose. 16. Directors, election of.— 302. The directors of a cor- poration must be elected annually by the stockholders or mem- bers, and if no provision is made in the by-laws for the time of election, the election must be held on the first Tuesday in June. Notice of such election must be given, and the right to vote de- termined as prescribed in Section 301. 17. By-laws, contents of.— 303- A corporation may, by its by-laws, where no other provision is specially made, provide for: I . The time, place, and manner of calling and conducting its meetings; California. 17 2. The number of stockholders or members constituting a quorum ; 3. The mode of voting by proxy; 4. The time of the annual election of directors, and the mode and manner of giving notice thereof; 5. The compensation and duties of officers; 6. The manner of election and tenure of office of all officers other than the directors; and, 7. Suitable penalties for violations of by-laws, not exceed- ing, in any case, one hundred dollars for any one offense 18. By-laws, recording and amendment of. — 304. All by-laws adopted must be certified by a majority of the directors and secretary of the corporation, and copied in a legible hand in some book kept in the office of the corporation, to be known as the "book of by-laws," and no by-law shall take effect until so copied, and the book shall then be opened to the inspection of the public during office hours of each day except holidays. The by-laws may be repealed or amended, or new by-laws may be adopted, at the annual meeting, or at any other meeting of the stockholders or members, called for that purpose by the direc- tors, .... by a vote representing two-thirds of the members. The written assent of two-thirds .... of the members shall be effectual to repeal or amend any by-laws or adopt additional by- laws. The power to repeal and amend the by-laws, and adopt new by-laws, may, by a similar vote at any such meeting, or similar written assent, be delegated to the board of directors. The power, when delegated, may be revoked by a similar vote, at any regular meeting of the stockholders or members. When- ever any amendment or new by-law is adopted, it shall be copied in the book of by-laws with the original by-laws, and immedi- ately after them, and shall not take effect until so copied. If any by-law be repealed, the fact of repeal, with the date of the meeting at which the repeal was enacted, shall be stated in said book, and until so stated, the repeal shall not take effect. 19, Directors, number, qualifications, and quorum. — 305. The corporate powers, business, and property of all cor- porations formed under this title must be exercised, conducted^ and controlled by a board of not less than five nor more than eleven directors, to be elected from among the holders of stock, or, where there is no capital stock, then from the members of such corporations A majority of the directors must be in. i8 Religious Corporations. all cases citizens of this State. Directors of all other corpora- tions must be members thereof. Unless a quorum is present and acting, no business performed, or act done, is valid as against the corporation. Whenever a vacancy occurs in the office of director, unless the by-laws of the corporation otherwise provide, such vacancy must be filled by an appointee of the board. 20. Directors, time of election. Term. — 306. At the first meeting at which the by-laws are adopted, or at such sub- sequent meeting as may be then designated, directors must be elected, to hold their offices for one year, and until their suc- cessors are elected and qualified. 21. Directors, election by ballot, cumulative vote permitted. — 307. All elections must be by ballot In corporations having no capital stock, each member of the corpo- ration may cast as many votes for one director as there are directors to be elected, or may distribute the same among any or all of the candidates. In either case the directors receiving the highest number of votes shall be declared elected. The provisions of this section, so far as it relates to cumulative voting, shall not apply to literary, religious, scientific, social, or benevolent societies, unless it shall be so provided in their by-laws or rules. 22. Directors, organization, quorum, and powers. — 308. Immediately after their election, the directors must or- ganize by the election of a president, who must be one of their number, a secretary, and treasurer. They must perform the duties enjoined on them by law and the by-laws of the corpora- tion. A majority of the directors is a sufficient number to form a board for the transaction of business, and every decision of a majority of the directors forming such board, made when duly assembled, is valid as a corporate act. 23. Directors, removal of. — 310. No director shall be removed from office, unless by a vote of two-thirds of the members, .... at a general meeting held after previous notice of the time and place, and of the intention to propose such removal. Meetings of stockholders for this purpose may be called by the president, or by a majority of the direc- tors, or by members or stockholders holding at least one-half of the votes. Such calls must be in writing, and addressed to the secretary, who must thereupon give notice of the time, California. 19 place, and object of the meeting, and by whose order it is called. If the secretary refuse to give the notice, or if there is none, the call may be addressed directly to the members or stockholders, and be served as a notice, in which case it must specify the time and place of meeting. The notice must be given in the manner provided in Section three hundred and one of this title, unless other express provision has been made therefor in the by-laws. In case of removal, the vacancy may be filled by election at the same meeting. 24. When justice of the peace may order a meeting. — 311. Whenever, from any cause, there is no person author- ized to call or to preside at a meeting of a corporation, any justice of the peace of the county where such corporation is established may, on written application of three or more of the stock- holders or of the members thereof, issue a warrant to one of the stockholders or members, directing him to call a meeting of the corporation, by giving the notice required, and the jus- tice may in the same warrant direct such person to preside at such meeting until a clerk is chosen and qualified, if there is no other officer present legally authorized to preside thereat. 25. Majority of members must be represented at meetings. — 312.* At all elections, or votes had for any pur- pose, there must be a majority of ... . the members, repre- sented either in person or by proxy in writing. Every person acting therein (in person, or by proxy, or representative) must be a member thereof Any vote or election had other than in accordance with the provisions of this article is void- able at the instance of absent (or any) stockholders or mem- bers, and may be set aside by petition to the district court of the county where the same is held. Any regular or called meeting of the stockholders or members may adjourn from day to day, or from time to time, if, for any reason, there is not present a majority of the subscribed stock or members, or no election had, such adjournment and the reasons therefor being recorded in the journal of proceedings of the board of directors. 26. Postponed election. — 314. If from any cause an election does not take place on the day appointed in the by- laws, it may be held on any day thereafter as is provided for in such by-laws, or to which such election may be adjourned or ordered by the directors. If an election has not been held at * See No. 38, Section 599, 3, -which gives religrious societies the power to make by-laws to fix a quorum less than a majority. 20 Religious Corporations. the appointed time, and no adjourned or other meeting for the purpose has been ordered by the directors, a meeting may be called by the stockholders, as provided in Section three hun- dred and ten of this article. 27. District courts to hear complaints concerning ; elections. — 315. Upon the application of any person, or body corporate, aggrieved by any election held by any corporate body, the district court of the district in which such elec- tion is held must proceed forthwith to hear the allegations and proofs of the parties, or otherwise inquire into the matters of complaint, and thereupon confirm the election, order a new one, or direct such other relief in the premises as accords with right and justice. Upon filing the petition, and before any further proceedings are had under this section, five days' notice of the hearing must be given, under the direction of the court, or the judge thereof, to the adverse party, or those to be affected thereby, 28. Officers liable for false documents.— 316. Any officer of a corporation who willfully gives a certificate, or will- fully makes an official report, public notice, or entry in any of the records or books of the corporation, concerning the cor- poration or its business, which is false in any material represen- tation, shall be liable for all the damages resulting therefrom to any person injured thereby ; and if two or more officers unite or participate in the commission of any of the acts herein designated, they shall be jointly and severally liable. (Took effect July i, 1874.) 29. Meetings by common consent to be valid with- out notice. — 317. When all the stockholders or members of a corporation are present at any meeting, however called or noti- fied, and sign a written consent thereto on the record of such meeting, the doings of such meeting are as valid as if had at a meeting legally called and noticed. 30. All acts of such meetings binding.— 318. The stockholders or members of such corporation, when so assem- bled, may elect officers to fill all vacancies then existing, and may act upon such other business as might lawfully be trans- acted at regular meetings of the corporation. 31. Directors, meetings, how called, when no regu- lar provision. — 320. When no provision is made in the by- California. 21 laws for regular meetings of the directors and the mode of calling special meetings, all meetings must be called by special notice in writing, to be given to each director by the secretary, on the order of the president, or if there be none, on the order of two directors. 32. Directors by unanimous vote may acquire property. — 363 (2). By a unanimous vote of all the directors at any regular meeting, any corporation existing or hereafter to be formed under the laws of this State may acquire and hold the lots and building on and in which its business is carried on, and may improve the same to any extent required for the con- venient transaction of its business. TITLE XII. Religious, Social and Benevolent Associations.* 33. Corporations not for profit, how formed. — 593. Any number of persons associated together for any purpose where pecuniary profit is not their object, and for which indi- viduals may lawfully associate themselves, may, in accordance with the rules, regulations, or discipline of such association, elect directors, the number thereof to be not less than three nor more than eleven, and may incorporate themselves as provided in this part. 34. Additional contents of articles. — 594. In addition to the requirements of section 290,! the articles of incorporation of any association mentioned in the preceding section must set forth the holding of the election for directors, the time and place where the same was held, that a majority of the members of such association were present and voted at such election, and the result thereof; which facts must be verified by the officers conducting the, election. 35. Corporations to hold property. Limit upon real estate. — 595. All such corporations may hold all the property of the association prior to incorporation or acquired thereafter in any manner, and transact all business relative thereto ; but no such corporation must own or hold more real estate than may be necessary for the business and objects of the association, and providing burial grounds for its deceased members, not to exceed six whole lots in any city or town, not more than twenty acres in the country, the annual increase, income, or profit *The omitted sections are 596 and 602. Section 596 deals with Fi-iendly Societies, and Roction 602 authorizes bishops, chief priests and presiding elders to become corporations sole. tSeep. 15. 22 Religious Corporations. whereof must not exceed fifty thousand dollars ; . , . . pro- vided further, that the limitations herein provided for shall not apply to corporations formed, or to be formed, under Section six hundred and two [three and four] of the Civil Code, when the land is held or used for churches, hospitals, schools, colleges, orphan asylums, parsonages, or cemetery purposes.* 36. Directors, annual report. — 597. The directors must annually make a full report of all property, real and personal, held in trust for their corporation by them, and of the condi- tion thereof, to the members of the association for which they are acting. 37. Real estate, how mortgaged. — 598. Corporations of the character mentioned in Section five hundred and ninety- three may mortgage or sell the real property held by them, and may secure the payment of indebtedness by deed of trust or mortgage upon their real property, upon obtaining an order for that purpose from the superior court held in the county in which the property is situated. The corporations above men- tioned may also issue bonds, payable at any time within twenty years, as evidence of the indebtedness secured by mortgage or deed of trust. Before making the order, proof must be made to the satisfaction of the court that notice of the application for leave to sell or mortgage or execute a deed of trust has been given, by publication in such manner and for such time as the court or the judge has directed, and that it is to the interest of the corporation that leave should be granted as prayed for. The application must be made by petition, and an)^ meiuber of the corporation may oppose the granting of the order, by affi- davit or otherwise. But nothing herein contained shall prohibit or prevent the trustees or directors of such corporation, under such rules and regulations as they may adopt, from disposing of burial plots situated in grounds of such corporation dedicated for burial purposes, without making such application to or obtaining an order from court. [Approved March 20, 1891.] 38. By-laws, additional provisions.! — 599. Corpora- tions organized for purposes other than for profit may, in their by-laws, ordinances, constitutions, or articles of incorporation, in addition to the provisions in Title I. of this part, provide for : I. The qualification of members, mode of election, and terms of admission to membership ; * See Nos. 41 and 42, pp. 23, 24. f See Nos. 15 and 17, Sections 3CI and 303, p. 16. California. <,, 2. The fees of admission and dues to be paid to their treas- ury by members ; 3. The number of members that shall constitute a quorum at any meeting- of the corporation, and that election of officers* of the corporation by a meeting- so constituted shall be as valid as if there had been a majority of the members thereat present and voting ;f 4. The expulsion and suspension of members for miscon- duct or non-payment of dues; also, for restoration to mem- bership ; 5. Contracting, securing, paying, and limiting the amount of their indebtedness ; 6. Other regulations, not repugnant to the constitution or laws of the State, and consonant with the objects of the corpo- ration. 39. Members admitted after incorporation. — 600. Members admitted after incorporation have all the rights and privileges, and are subject to the same responsibilities, as mem- bers of the association prior thereto. 40. Members, rights of, cannot be transferred. — 601. No member, or his legal representative, must dispose of or transfer any right or privilege conferred on him by reason of his membership of such corporation, or be deprived thereof, except as herein provided. 41. Synods or Presbyteries may incorporate. — 603. "Whenever the regulations, rules, or discipline of any church or religious society require, for the administration of the tem- poralities thereof, or for the management of the property or estate thereof,, any diocese, synod, or district organization of such church or religious society may elect directors and become an incorporation in the manner prescribed in this title, and with all the powers and duties, and for the uses and purposes, in this title provided for benevolent or religious incorporations, and subject to all the conditions, limitations, and provisions in said title prescribed, except as otherwise provided in this section; provided, that directors of such incorporation may be elected, and that the by-laws for its government may be made and amended, by the convention, synod, or other representative * See Nos. ig and 20, Sections 305 and 306, pp. 17 and 18. t special attention should be given to this provision, otherwise, No. 25, Section 31^ •will be in force. See also Nos. 26, 29, 30, 31, Sections 314, 317, 318, 320, pp. 19 and 20. 24 Religious Corporations. body of such church or religious society, in and for such dis- trict, in accordance with the constitution, by-laws, discipline, or regulation thereof, at any regular meeting, or special meeting called for that purpose ; and provided^ the certificate of incor- poration and of the election of directors to be filed shall be sufficiently signed and attested by the signature of the presid- ing officer and secretary of the representative convention, synod, or other such body, in which such election is held; and provided, all property held by such incorporation shall be in trust for the use, benefit, and purpose of the church or religi- ous society by and for which such incorporation was formed, and in and for which such diocese, synod, or other district is an organized or constituent part, and that the limitation in Section five hundred and ninety-five shall not apply to corpora- tions formed under this section, when the land is held for churches, hospitals, schools, colleges, asylums, parsonages, or cemetery purposes. 42. Representative bodies may incorporate the denominational church or association. — 604. Any church or other religious association in this State, composed of two or more constituent parishes, missions, congregations, or societies, having a common convention, synod, council, or other represent- ative legislative body, may be incorporated by such representa- tive body under this part, and subject to the provisions of this title, except as otherwise provided in this section. The repre- sentative body of such religious association electing to incorpo- rate the same shall determine the name of the proposed corpo- ration, the purpose for which it is formed, the place where its principal business is to be transacted, the term for which it is to exist, and the number of its directors, and shall elect its directors for the first year. The articles of incorporation need only be signed and acknowledged by the presiding officer and secretary of such representative body, and in addition to the requirements of Section two hundred and ninety, shall set forth the proceedings herein prescribed for said representative body, and that the same were duly had in accordance with the consti- tution, canon, rules or regulations governing the other pro- ceedings of said representative body, and the time and place thereof. The directors of such corporation shall be elected annually by the representative body of the association. The representative body providing for such incorporation shall frame by-laws for the corporation, and such by-laws may be repealed California. 25 or amended, or new by-laws may be adopted, by an}'- subse- quent representative body, in accordance with the constitution, canons, rules or regulations governing the other proceedings of such representative body. Such corporation may hold and administer, not only the common property, funds, and money of such association, but also the property, funds, and money of any constituent parish, mission, congregation, or society. The limitation in Section five hundred and ninety-five shall not apply to corporations formed under this section when the land is held or used for churches, hospitals, schools, colleges, asy- lums, parsonages, or cemetery pui'pose&. Amendment, 1895. Section 297* of the civil code was amended by act of Mar. 8, 1895, to read as follows: 297. A copy of any articles of incorporation filed in pur- suance of this chapter, and certified by the secretary of State, or by the county clerk of the county where the original articles shall have been filed, must be received in all the courts of this State, and other places, as privia facie evidence of the facts therein stated. *See No. 13, p. 15. COLORADO. CONSTITUTION. Article XV. [Operative, Aug. i, 1876.] 1. No special charters. — 2. No charter of incorporation shall be granted, extended, changed or amended by special law, except for such municipal, charitable, educational, penal or reformatory corporations as are or may be under the control of the State ; but the General Assembly shall provide by general laws for the organization of corporations hereafter to be created. 2. Powers of G-eneral Assembly. — 3. The General Assembly shall have the power to alter, revoke or annul any charter of incorporation now existing and revocable at the adoption of this constitution, or any that may hereafter be created, whenever in their opinion it may be injurious to the citizens of the State, in such manner, however, that no injus- tice shall be done to the corporators. STATUTES, 1891. (With amendments to 1894.) Religious, Educational and Benevolent Societies. 3. How incorporated. — 641. The foregoing provisions* shall not apply to any religious, educational or benevolent societies or associations, but any church, congregation or society formed for religious worship, educational or benevolent purposes may become incorporated under this act in the follow- ing manner, to wit : By electing or appointing, according to its usages or customs, at any meeting held for that purpose, two or more of its members as directors" or trustees, wardens or vestrymen (or such other officers whose powers and duties are similar to those of trustees as shall be agreeable to the usages and customs, rules and regulations of such congregation, church or society), and may adopt a corporate name, and upon the * General Provisions. (26) Colorado. ^-. filing of the affidavit as hereinafter provided, it shall be and remain a body politic and corporate by the name so adopted. 4. Affidavit to be filed by chairman. — 642. The chair- man or secretary of such meeting shall, as soon as may be after snch meeting, make and file in the office of the recorder of deeds in the county in which such congregation, church or society is organized, or in case of a general incorporation, as provided in Section forty-four,* in the office of the secretary of state, an affidavit, substantially in the following form ; " State of Colorado, ss COUNTY. " I do solemnly swear (or affirm, as the case maybe) that at a meeting of the members of the (here insert the name of the society as known before incorporation) held at , in the county of , and State of Colorado, on the day (of) — , A.D. 18 — , for that purpose, the following person (persons) were elected or appointed (here insert the names) trustees (or wardens, vestrymen, or officers of whatever name they choose to adopt, with powers and duties similar to trustees, according to the rules and usages of such society, church or congrega- tion), adopt as its corporate name (here insert the name), and at said meeting this affiant acted as chairman (or secretary as the case may be). (Name of affiant.) " Subscribed and sworn to before me this day of , A.D. 18 — . Such affidavit, or copy thereof, duly certified by the recorder, shall be received as evidence of the due incorporation of such congregation, church or society. In addition to matters required to be stated in the affidavit as above, any such Corporation may insert therein any other lawful clause or clauses, which they may desire to exist as part of their charter. 5. By-laws, to be adopted by trustees or church. — 643. The directors, trustees, wardens or vestrymen of any such corporation shall adopt necessary by-laws to provide for the election of directors, trustees, wardens or vestrymen and other officers, and for the proper government in all respects of such congregation, church or society, unless such corporation shall in its articles of incorporation, reserve to itself the right to make and adopt such prudential by-laws as it ma}' deem necessary to * See Section 646. 28 Religious Corporations. provide for the election of directors, trustees, wardens, or ves- trymen and other officers, and for the proper government in all respects of such congregation, church or society. 6. Property to be vested in corporation. General missions. — 644. Upon the due and lawful incorporation of any congregation, parish, church or society, such corporation shall be entitled to all the real and personal property held by any person or trustees in trust for the use of the members thereof, and shall be immediately upon such incorporation entitled to a deed or deeds of conveyance to be executed by the person holding such property in trust, so as to vest the title thereto in such corporation ; Provided, That such deed of con- veyance shall set forth the object and purposes of the trust, to be carried out according to the purpose and intent of its crea- tion, which deed shall be recorded after the manner of convey- ances in general, so that the title and trust declared may duly appear on record ; and any self-supporting congregation, par- ish, church or society, may vest its real estate and personal property in such general incorporations (incorporation) as is provided for in section forty-four (44) of chapter nineteen (19) of- the general laws ; Provided, nevertheless, That if the authorities of any church, sect or religious body shall have caused an incorporation to be formed for general missions and other purposes, as hereinafter provided, and it be in accord- ance with the usages and customs of such church, sect (or) religious body to vest the property of missions (mission) sta- tions (station) in such corporations (corporation), then, and in that case, all such property as may have been held by any per- son or trustees for the use of such mission stations shall (be vested in said general corporation; and whenever any mission shall) from change of population or other cause be suspended or abandoned, said general incorporation may, in their discre- tion, sell or otherwise dispose of all such mission property, the proceeds of such sale or disposal to be used for the benefit of said church, sect or religious body in the State of Colorado. 7. Existing corporations may reincorporate. Trus- tees defined. — 645. Any congregation, church or society heretofore incorporated under the provisions of any law for the incorporation of religious, educational or benevolent societies, may become incorporated under the provisions of this act, rela- tive to religious, educational and benevolent societies, in the same manner as if it had not previously been incorporated, in Colorado. ' 29 which case the new corporation shall be entitled to, and invested with, all the real and personal estate of the old corporation, in like manner and to the same extent as the old corporation, sub- ject to all the debts, contracts and liabilities. The word trus- tees, whenever used in this act relative to religious bodies, shall be construed to include wardens, vestrymen or such other offi- cers as perform the duties of trustees. 8. Synods and Presbyteries may incorporate. — 646. If any body of Christians has, or shall have, according to its order or mode of government, an organization, whether known as synod, presbytery, conference, episcopate or other name, with ecclesiastical or spiritual jurisdiction over its members throughout this State, and its authorities shall desire to engage in works of education, benevolence, charity and missions, which works shall be of like extensive operation and benefit, and not of limited or local service, and they shall deem an incorporation convenient for the more successful administration of said works, all or any of them, its said authorities, with such persons as they may associate with them, may cause such incorporation to be formed in the manner and with the powers hereinbefore pro- vided for the incorporation of a church, congregation or society. 9. Any corporation may acquire property. — 647. Domestic, foreign and religious, educational, charitable and literary corporations or associations, operating within the State, may take by gift, devise or purchase, and hold real and personal property, and convey the same ; and all gifts, devises and grants heretofore made to such corporations or associations are hereby ratified. Division VII. Joint-Stock Companies for Religious, Educa- tional AND Benevolent Purposes.* [In force May 21, 1879.] 10. How incorporated. — 659. Any joint-stock company or association which may have been heretofore or may be here- after organized in this State for religious, educational or benev- olent purposes, may be incorporated under this act in the following manner, to wit : By electing or appointing, according to its usages or customs, at any meeting held for that purpose, two or more of its members as directors, trustees, wardens or vestrymen, or other such officers whose powers and duties are similar to those of trustees, as shall be agreeable to the usages * See No. 21, Section 670, p. 33. 30 Religious Corporations. and customs, rules and regulations of such congregation, church or society and may_ adopt a corporate name, and upon the filing of the affidavit, as hereinafter provided, it shall be a body politic and corporate by the name so adopted. 11. Afladavit to be filed by chairman. — 660. The chair- man or secretary of such meeting shall, as soon as may be after such meeting, make and file in the office of the recorder of deeds in the county in which such congregation, church or society is organized, an affidavit, substantially in the following form : State of Colorado, } County, f I do solemly swear (or affirm, as the case may be), that at a meeting of the members of the (here insert the name of the society as known before the incorporation), held at , in the county of , and State of Colorado, on the day of , A.D. 18 — , for that purpose, the following persons were elected (or appointed) trustees (or wardens, vestrymen or other officers of whatever name they choose to adopt, with powers and duties similar to trustees, according to the rules and usages of such society, church or congregation), viz. : (here insert the names) ; that at such meeting, such society, church or congre- gation adopted as its corporate name (here insert the name); that the amount of the capital stock of such society, church or congregation is dollars, divided into shares of dollars each, and that at such meeting this affiant acted as chairman (or secretary, as the case may be). Subscribed and sworn before me. me, ) 18—, J this — day of , A. I). 18 — , ) (Name of affiant.) Such certificate, or copy thereof, duly certified by the recorder, shall be received as evidence of the due incorporation of such society, church or congregation. 12. Trustees to adopt by-laws. — 661. The directors, trustees, wardens or vestrymen of any such corporation, shall adopt necessary by-laws to provide for the election of directors, trustees, wardens or vestrymen, and other officers, and for the proper government, in all respects, of such congregation, church or society. v 13. Property to be vested in corporation. — 662. Upon the incorporation pf any such congregation, church or society, Colorado. 31 all real and personal property held by any person or trvistee for the use of the members thereof shall immediately vest in such corporation and be subject to its control, and may be used, mortgaged, sold and conveyed the same as if it had been con- veyed to such corporation by deed. 14. Powers. — 66^. Corporations formed under this act shall be bodies corporate and politic in fact and in name, by the name stated in such affidavit, and by that name have succession for the period for which they are organized ; may sue and be sued in any court of law or equity in this State; may have a common seal, which they may alter or renew at pleasure, by filing an impression of the same in the office of the clerk and recorder of the county in which any such corporation may be formed under this act ; may own, possess and enjoy so much real and per- sonal estate as shall be necessary for the transaction of their business, whether acquired by purchase, grant, devise, gift or otherwise; and may from time to time sell and dispose of the same, or any part thereof, when not required for the use of the corporation. They may borrow money and pledge their fran- chises and property, both real and personal, to secure the pay- ment thereof, and may have and exercise all the powers neces- sary and requisite to carry into effect the object for which they may be formed under this act. 15. Limit of value, shares of stock. Forfeiture pro- visions.— 664. The shares of stock shall not be less than ten dollars nor more than one hundred dollars each, and shall be deemed personal property and transferable as such in the manner provided by the by-laws ; subscriptions therefor shall be made payable to the corporation, and shall be payable in such instal- ments and at such time or times as shall be determined by the directors or trustees, or other similar officers. The by-laws may provide for a forfeiture or sale of stock, on failure to pay the in- stalments or assessments that may from time to time become due ; but no forfeiture of stock, or of the amounts paid thereon, shall be declared against any estate, or against any stockholder, before demand shall have been made for the amount due thereon. 16. Corporate powers vested in trustees. — 665. The corporate powers of any such corporation shall be exercised by a board of directors, trustees or other similar officers, in the manner and for the time which may be prescribed in the constitution and by-laws of such corporation, provided the same shall not be in 7 32 Religious Corporations. conflict with any of the provisions of this act or of the laws of this State. 17. Failure to elect trustees does not work dissolu- tion.— 666. In case it should happen at any time that an elec- tion of directors or trustees, or other similar officers, shall not be held on the day designated by the constitution or by-laws, when it ought to have been held, the company for that reason shall not be dissolved ; but it shall be proper to elect such directors, trustees, or other officers on any subsequent day as shall be pre- scribed by the constitution or by-laws. 18. Liability of stockholders. — 667. Each stockholder shall be liable for the debts of the corporation to the extent of the amount that may be unpaid upon the stock held by him, to be collected in the manner herein provided. Whenever any action is brought to recover any indebtedness against the cor- poration, it shall be competent to proceed against any one or more of the stockholders at the same time, to the extent of the balance unpaid by such stockholders upon the stock owned by them respectively, as in cases of garnishment. 19. Certificate of final payment of capital stock re- leases stockholders from liability for debts.— 668. The president and a majority of the board of trustees, directors or other similar officers, after the payment of the last instalment of the capital stock, so fixed and limited by the company as afore- said, shall make a certificate stating the amount of the capital stock so fixed and paid in, which certificate shall be signed and sworn to by the president and a majority of the board of trus- tees, directors or other similar officers, and record the same in the office of the clerk and recorder of the county within which such corporation shall be formed; and from the date of the making and recording of such certificate as aforesaid, the stock- holders of such company shall not be liable for any of the debts of such corporation. 20. Stock may be issued in payment for property. — 669. The directors, trustees or other similar officers, of any such corporation, may purchase real and personal property nec- essary for their business, and issue stock to the amount of the value thereof in payment therefor; and the stock so issued shall be declared and taken to be full-paid stock, and not liable to any further calls or assessments thereon, nor for any debt of the corporation. Colorado. 33 21. Any church may incorporate. Trustees defined. — 670. Any congregation, church or society, heretofore incor- porated under the provisions of any law for the incorporation of religious, educational or benevolent societies, may become in- corporated under the provisions of this act, in the same manner as if it had not been previously incorporated; in which case the new corporation shall be entitled to and invested with all the real and personal estate of the old corporation, subject to all its debts, contracts and liabilities. The words "directors" and "trustees," whenever used in this act, shall be construed to in- clude wardens, vestrymen, or such other officers as perform the duties of trustees or directors. 22. Synods, etc., how incorporated. — 671. If any body of Christians, or other religious denomination, has, or shall have, according to its mode of government, an organization, whether known as synod, presbytery, conference, episcopate, or other name, with ecclesiastical or spiritual jurisdiction over its members throughout this State, and its authorities shall desire to engage in works of education, benevolence, charity and mis- sions, and shall deem an incorporation convenient for the more successful administration of such works, all or any of them, its said authorities, with such persons as they may associate with them, may cause such incorporation to be formed in the manner and with the powers hereinbefore provided for the incorporation of a church, congregation or society. CONNECTICUT. CONSTITUTION. Articlb VIL [Adopted Sept. 5, 1818.] 1. Rights of conscience. Powers of churches. — i. It being the duty of all men to worship the Supreme Being, the Great Creator and Preserver of the Universe, and their right to render that worship in the mode most consistent with the dictates of their consciences, no person shall by law be com- pelled to join or support, nor be classed with, or associated to, any congregation, church or religious association. But every person now belonging to such congregation, church or religious association, shall remain a member thereof until he shall have separated himself therefrom in the manner hereinafter provided. And each and every society and denomination of Christians in this State shall have and enjoy the same and equal powers, rights and privileges; and shall have power and authority to support and maintain the ministers or teachers of their respec- tive denominations, and to build and repair houses for public worship by a tax on the members of any such society only, to be laid by a major vote of the legal voters assembled at any society meeting, warned and held according to law, or in any other manner. 2. Non-liability for church expenses, how secured. — 2. If any person shall choose to separate himself from the society or denomination of Christians to which he may belong, and shall leave a written notice thereof with the clerk of such society, he shall thereupon be no longer liable for any future expenses which may be incurred by said society. GENERAL STATUTES, 1888. (With amendments to 1894.) Chap. CXIX. Private Corporations. General Provisions. 3. Name must indicate corporate existence. — 1905- The name of every private corporation hereafter shall indicate that it is a corporation. (34) Connecticut. 35 4. Powers. — 1906. Every private corporation may, when no other provision is specially made, receive, purchase, hold, sell and convey real and personal estate, as the purposes of the corporation shall require, not exceeding the amount limited in its charter ; may sue and be sued, complain and defend in any court; have a common seal, which it may alter at pleasure; elect in such manner as it may determine all necessary officers, fix their compensation, and define their duties and obligations; and may make by-laws consistent with law for its government, the regulation of its affairs, and the management of its property. 5. How incorporated. Limit on income. Articles to be filed. Dissolution. — 1907. Any number of persons not less than three may associate for any lawful purpose, where no capital stock is created ; and, being so associated, shall be a body politic and corporate, and may purchase, hold, and convey real and personal estate, the annual income from which shall not exceed five thousand dollars; but before any such association shall be entitled to the privileges herein granted, it shall lodge with the secretary of the State a copy of its articles of associa- tion, attested by its presiding officer and secretary, and cause them to be recorded in the records of the town where such asso- ciation is situated; and no subsequent alteration or amendment of its articles of association shall take effect until it is so at- tested, lodged, and recorded; and the General Assembly may at any time rescind the powers of any such association and pre- scribe the mode of settlement of its affairs. 6. By-laws for assessments, fines, etc. — 1908. Any association formed under the provisions of the preceding sec- tion may make by-laws imposing fines and penalties, and lay assessments to further the objects of such association, but such by-laws and assessments shall be adopted by two-thirds of the members of the association, and no assessment or fine shall exceed the sum of twenty-five dollars, and such association may sue for and collect such fines and assessments. 7. Acts and charters subject to alteration and repeal. — 1909. All acts creating or authorizing the organiza- tion of corporations, or altering the charters of corporations previously existing, which have been or shall be passed by the General Assembly, and the charters of all corporations hereto- fore granted, and under which no corporations have been organized, shall be subject to alteration, amendment, and 36 Religious Corporations. repeal at the pleasure of the General Assembly, unless other- wise expressly provided in such acts. 8. Charters void unless corporation organized. — 19 10. The charter of any private corporation hereafter granted shall be and become void, unless said corporation shall be organized, ' and a certificate of such organization sworn to by the president or secretary, or, if there be no such officers, by an officer hav- ing custody of the records of such corporation, shall be filed in the office of the secretary of the State within two years from the date of the approval of its charter. 9. Amendments, how made operative. — 191 1. When any amendment or alteration of the charter of any corporation shall be made, if it be not otherwise specially provided in the resolution making such alteration or amendment, it shall not become operative, unless within six months after its passage it shall be accepted at a meeting of said corporation, legally warned for that purpose, nor unless an attested copy of said acceptance shall be lodged on file in the office of the secretary of the State, to be recorded by him in a book kept for that pur- pose; and such acceptance shall operate to make the original charter, and all resolutions amending and altering the same, subject to amendment, alteration, and repeal, at the pleasure of the General Assembly. Title XXXI. Ecclesiastical Societies. Chap. CXXVIII. General Provisions. 10. Societies, how formed. Powers.* — 2051. Christians of every denomination and Jews may unite to form religious societies; and societies incorporated, or formed by voluntary association for public religious worship, shall hold and manage all property belonging to them, appropriated to the use and support of public worship, and may receive any grants or dona- tions, and by voluntary agreement establish funds for the same object. 11. Membership, how secured, t — 2052. When any per- son, not a member of any other religious society, shall desire to join any religious society, he may sign and lodge with its clerk, or, if there be no clerk, with any other officer thereof, a * See No. 5, Section 1907, p. 35. fSee Act of 1893, Sec. 2, , . 43. Connecticut. 37 written declaration of his desire to become a member of it, which declaration shall be read at its next meeting; and there- upon such person shall become a member thereof, unless a majority shall, at such meeting, manifest their dissent thereto. 12. Membership, how terminated. — 2053. Any person may terminate his membership of any religious society by giving notice in writing of his intention so to do to its clerk, or, if there be no clerk, to any other officer thereof. And every religious society may, by a two-thirds vote of the members present at any annual meeting, terminate the membership of any member who shall have become a member of another religious society, or who shall have for one year ceased to attend the stated public services of said society, and shall have been notified of the proposed action, either personally or by let- ter addressed to him at his last known place of residence by the clerk or either of the committee of such society, and deposited in the post-office, postage paid, not less than fifteen days before the time of holding such meeting ; and the clerk of every religi- ous society shall prepare and keep with its records a list of its members, and report to each annual meeting the names of those persons whose membership shall have terminated since the last annual meeting, or shall be liable to be terminated as above provided. 13. Membership, how validated. — 2054. All persons who have heretofore been elected members of any religious society in this vState by a major vote, or in accordance with any established custom of election in such society, and whose mem- bership has not heretofore terminated, shall be entitled to all the privileges, and liable to all the duties appertaining to mem- bers who have been elected according to law. 14. Annual meetings, how warned. — 2055. The mem- bers of the several religious societies may annually meet, at the usual place of holding meetings, or at such place as they shall establish, upon warning and notice given at least five days before such meeting by the committee of the society or congregation, or, if there be no committee, by the clerk, and if there be no clerk, by a warrant from a justice of the peace, upon applica- tion of five or more members of the society. 15. Special meetings, how warned. — 2056. A special meeting of any religious society may at any time be warned by the committee of such society; and shall be warned by such 38 Religious Corporations. committee, or, if there be no committee, by the clerk, at any time when application in writing for that purpose is made to such committee or clerk by ten members of such society, or by five members when all the members do not exceed twenty-five. 16. Warning, when to be posted or published. — 2057. The warning of every meeting of a religious society shall, in the absence of any by-law to the contrary, be given by posting the same on a sign-post in the town nearest where they usually meet for public worship, five days at least before said meeting ; or by advertising the same for at least five days before said meeting in a daily newspaper published in said town ; or in the manner which shall have been the custom of said society during the ten years next preceding. 17. Clerk, committee, and treasurer, appointment and duties. — 2058. Such societies shall at their annual meet- ings appoint a clerk, who shall be sworn and make entries of all the votes of the society ; three or more of their members to be a committee to order the affairs of the society for the year ensu- ing, who shall adjust and settle all the claims against the society, and draw orders on the treasurer for the payment of the same; a treasurer, who shall receive all the money belonging to the society, and pay over the same to the order of the society, or its committee, and render his account therefor when required ; and two or more tythingmen, who shall be sworn Provided^ That at any annual meeting any such society may appoint its committee to consist of three members, one to hold office for one year, one for two years, and one for three years, and thereafter one member of such committee shall be appointed at each annual meeting to hold office for three years. But any society which has so appointed its committee may, at any special meet- ing of the society called for the purpose, vote that it will no longer appoint its committee as hereinbefore provided; and thereupon the terms of office of all the members of its com- mittee shall end at its next annual meeting, and thereafter its committee shall be appointed according to the provisions of this section. 18. Vacancies. — 2059. Vacancies occurring in any of said offices during the course of the year may be filled at any special meeting. 19. Tythingmen may be appointed. — 2060. The mem- bers of any church or organization instituted for public reli- Connecticut. ,0 gious worship, which is not connected with an ecclesiastical society, may, at its annual or any special meeting duly called for that purpose, appoint two or more tythingmen, who shall be sworn. 20. Tythingmen need only to be attendants. — 2061, Tythingmen appointed by any ecclesiastical society, church, or religious organization may be chosen from persons who usually attend the public religious worship of such society, church, or organization, whether they are members of the same or not. 21. Tythingmen, duties. — 2062. Tythingmen duly ap- pointed and sworn shall have power to apprehend and carry before a justice of the peace, to be dealt with according to law, all persons in any manner disturbing or unlawfully interfering with any meeting of the society or organization by which said tythingmen have been appointed. 22. Agents of societies, first trustees. — 2063. In the absence of any special appointment, the first trustee or com- mitteeman of any religious, ecclesiastical, literary, or elee- mosynary society, shall be, cx-officio, the agent of such society, 23. Powers of societies. — 2064. Religious societies may meet when necessary, and adjourn from time to time; settle ministers according to the usage of their denomination ; repair their houses of worship; make regulations for the support of religious worship, establish the times and places of holding their meetings, and the mode of warning them ; and appoint committees or agents, to carry into effect their votes. 24. Churches, building and location of, how de- cided.— 2065. Any society may, by a vote of two-thirds of the members present, agree to build a new house of worship, and establish the place where it shall be erected ; or may apply to the superior court in the county where such society is situated, to establish the place, and such court may establish the place; and it shall not then be lawful to erect it in any other place. 25. Taxes, how imposed and collected. — 2066. Every society may lay a tax on its members to build and repair houses of worship, to provide for the annual support of the ministry, and to defray any other expense necessarily incurred in the proper business of such society; which tax may be laid on the assessment list last before, or next thereafter to be, completed 40 Religious Corporations. by the assessors and board of relief, and shall be payable within one year after the same is granted. 26. Voters, qualifications of. — 2067. The members of each society, of the age of twenty-one years, may vote in its meetings ; and if any other person shall intermeddle or vote in any meeting thereof, he shall forfeit three dollars for every such offense, half to him who shall sue therefor, and half to the society. 27. Pews may be assessed or sold for support of worship. — 2068. Every religious society may provide for the support of public worship, in whole or in part, by an assessment on the pews of its church, to be made by the society's commit- tee, or such other person as the society may appoint, the pay- ment of which may be enforced by the sale of the use of any such pew for such time as may be necessary, on giving twenty- one days' notice in a newspaper published in the town where said church is situated, or if no paper is published in said town, by posting a notice on the door of said church ; a copy of which notice shall also be left with the owner of said pew, or at his usual place of abode, if within this State, at least twenty-one days before said sale ; but no other estate shall be liable to be taken for the payment of such assessment. No such assessment shall be made upon any such pew not occupied by its owner, or by some person claiming under him at the stated public re- ligious services in said house; and no such sale shall be made unless the owner of such pew shall refuse to sell it to the society at the price which such society originally received therefor. 28. Assessments may be recovered by suit. — 2069. If the owner and occupant of any pew shall neglect or refuse to pay his equitable proportion of the expenses of maintaining public worship, the society may recover the same from him, in any proper action. 29. Pews, how vested in society. — 2070. When a ma- jority of the pew-owners, in any house of public worship, shall desire to sell and transfer to the religious society connected therewith their respective pews, for the purpose of supporting public worship in such house, and any other pewholders refuse to sell their respective pews to such society, or cannot agree with such society upon the price to be paid for such pews, such society may bring its complaint to the superior court, against the person or persons refusing to sell, or failing to agree upon a Connecticut. 41 price to be paid as aforesaid ; and if said court shall find that it will be for the convenience and necessity of such society to own such pews, for said purpose, the court shall proceed to ascertain the value thereof, and may make such order relative thereto, and to the costs of such proceeding, as shall be deemed just; and when such society shall have paid to such pew-owners the amounts awarded to them respectively, or, on their refusal to accept the same, shall have deposited the same for their use, with the clerk of the court, the title to said pews shall be then vested in said society. 30. Society, located in two or more towns, powers of. — 2071. When any society is constituted out of two or more adjoining towns, so that part of the society in any such town has distinct interests in any grants, donations, or sequestrations, for the support of the ministry, such part of the society shall have the same power and authority to manage said interests, which are herein given to societies, and may in the same man- ner warn meetings of such part of a society, and appoint a clerk, who shall be sworn, and a committee to take care of said interests. 31. Pews, grants of, how made good. — 2072. No grant, sale, or lease, of any pews, in any house of worship, for more than one year, shall be good, as against any person but the grantor, lessor, and his heirs, unless made, executed, and acknowledged as deeds of land, and recorded at length in a book to be kept for that purpose by the clerk of such society, who shall record the same, and receive the same compensation therefor as town clerks for recording deeds. Churches of Christ. [Act of April 4, 1S93.] 32. How incorporated. — i. Any church of Christ now existing, or which may be hereafter organized, in this State, may become a corporation or body politic, when its purpose so to do shall be determined by a two-thirds vote of its members of legal age present at a meeting duly warned and held for that purpose, by filing with the secretary of state a certificate of organization, signed by its clerk and any two of its other officers. All persons who at the date of the organization of said corpo- ration are, or thereafter shall become, members of said church, shall, so long as they remain members of said church, be 42 Religious Corporations. members of said corporation, but in the election of its ofificers and management of its secular affairs, only those members of legal age present at any meeting shall be entitled to vote. 33. Powers. — 2. Every such corporation formed or or- ganized under the provisions of this act shall be a body politic and corporate by the name adopted in said certificate, and by such name shall have perpetual succession, with power to sue and be sued, to plead and be impleaded, in all suits whatever, either at law or in equity, and to purchase, receive, use, mort- gage and convey an}^ and all estate, both real and personal, necessary and proper for the purposes of religious corporations; and in case there is no ecclesiastical society connected with said church, then said corporation, so formed or organized, under the provisions of this act, shall have, possess, and enjoy all the rights and privileges of , and be subject to all the duties enjoined upon, ecclesiastical societies by the laws of this State. 34. Society may transfer property to church. — 3. Any ecclesiastical society connected with a church of Christ in this vState, inay by a unanimous vote of its members present at a meeting duly warned and held for that purpose, assign, trans- fer and convey to the church of Christ with which it is con- nected, and which shall have been incorporated, either under the provisions of any general law, or by special act of the Gen- eral Assembly of this State, all the property and estate, real and personal, and trust funds of said society, to be held by said church corporation under and upon the same uses and trusts upon which the same had previously been held by said society; and the committee of any society passing such a vote are hereby authorized to make, pursuant to the terms of such vote, any and all conveyances necessary to complete such assignment and transfer; but before the same shall be effectual, a certificate of the fact of such assignment and transfer shall be filed in the ofnce of the secretary of state by the clerk of said society ; and every assignment and transfer so made shall be subject to the debts and liabilities of the society making the same, to the same extent as previous to such conveyance. 35. Society, when and how dissolved. — 4- Any eccle- siastical society which shall hereafter vote under the provisions of the preceding section of this act, to assign, transfer, and con- vey to a duly organized church corporation all its property and estate, including the trust funds of said society, may, thereupon, Connecticut. 43 at the same or a subsequent meeting of said society, due notice having been given, by a two-thirds vote of its members present, vote to dissolve its own organization ; and in case any such ecclesiastical society shall so vote, the same shall become and be dissolved upon making proper conveyance of its property as aforesaid, and upon filing a certificate of the fact of said vote of dissolution and of such conveyance in the office of the secretary of state signed by the clerk of said society; and thereafter the church corporation to which svicli assignment and transfer shall have been made shall have, possess, and enjoy all the rights and privileges of, and be subject to all the duties enjoined upon, ecclesiastical societies by the laws of this State. 36. Power to hold property. — 5. Any corporation which may be organized in accordance with the provisions of this act shall have power to take, receive, hold, and convey any and all estate, real or personal, which may be given or be bequeathed to it by any person or party, in trust or otherwise, for any charitable, benevolent, educational, ecclesiastical, or missionary object or purpose. 37. Unvested gifts of the society to vest in the church. — 6. Any unvested gift or legacy to an ecclesiastical society which, pursuant to the provisions of this act, has ceased to exist, shall inure to and vest in the corporation which here- under has taken its place. 38. Liabihty of member of society unchanged. — 7- Nothing herein shall affect or abridge the liability of any mem- ber of any ecclesiastical society to it, or on account of any of its debts incurred before the dissolution of said society. Ecclesiastical and Religious Societies. [Act of April 4, 1893.] 39. Societies empowered to form constitutions and by-laws. — i. Any and all ecclesiastical and religious societies shall have such right to form such constitution and by-laws for their own government as they shall deem proper, not incon- sistent with the laws of this State. 40. Membership, how acquired, where there is no separate church. — 2. When any person, who is not a mem- ber of any other ecclesiastical or religious society or association, shall desire to join any ecclesiastical or religious society which 44 Religious Corporations. does not provide for any church organization separate from its ordinary membership, such person may sign and lodge with its clerk a written declaration of his or her desire to become a member of it, which declaration shall be read at its next meet- ing, and by a majority vote of the members present referred to such committee as the society shall select for an examination of the qualifications and reasons of the candidate for his or her desire to become a member of said society, and said commit- tee shall report upon said application at a subsequent meeting of said society, and if, on a report of said committee favorable to said candidate, he or she shall at said meeting be elected by a two-thirds vote of the members present, such person shall there- upon become a member of said society. The provisions of this act shall not apply to the Protestant Episcopal Church. Chap. CXXIX. Societies of Particular Denominations. 41. This chapter of the General Statutes contains special provisions for the following denominations : 2075-2077. Protestant Episcopal Church, 2078-2086. Methodist Episcopal Church. 2087-2089. Swedish Lutheran Evangelical Church. 2090-2091. Shakers. 2092-2094. Roman Catholic Church DELAWARE. CONSTITUTION. Article VII. [In effect, Dec. 2, 1831.] 1. Rights of societies unimpaired. Ministers cannot be civil officers. — 8. The rights, privileges, immunities and estates of religious societies and corporate bodies shall remain as if the Constitution of this State had not been altered. No ordained clergyman or ordained preacher of the Gospel of any denomination, shall be capable of holding any civil office in this State, or of being a member of either branch of the Legislature, while he continues in the exercise of the pastoral or clerical functions. REVISED STATUTES, 1893. Chap. XXXIX. Of Religious Societies. 2. How incorporated. — i. Any religious society or con- gregation of Christians, consisting of fifteen or more persons, may become incorporated by the election of trustees, not less than three and not more than twelve, and the taking a name and certifying the same, under the hands and seals of said trus- tees, to the recorder of deeds. 3. Trustees to be elected. — 2. Such trustees shall be elected at a public meeting of the society or congregation, held at their usual place of worship, on ten days' notice by advertise- ments at the front door of such place, and by a plurality of votes of the members present. 4. Powers. Majority validates. — 3. The trustees so elected and their successors shall be a corporation by the name so adopted and certified ; shall have perpetual succession with all the incidents and franchises of a corporation aggregate, and with power to purchase, receive, hold and enjoy property, real and personal, for the use of the said society or congregatioi?, their ministers or members, or for schools, almshouses or (45) 46 Religious Corporations. burying-grounds. The act of a majority of the trustees shall be valid. 5. Property to vest in trustees. — 4. All the estate, right and title which any such society, or congregation, may have in any property, real or personal in themselves, or by trustees, or for their use before incorporation, shall, upon incor- poration, become vested in the trustees, who may grant, demise, or dispose thereof. 6. Vacancies. — 5. Other trustees may be elected, and vacancies filled by election, as prescribed in section 2, and the election of a successor to any trustee shall remove him from office. 7. Chairman, duties of. — 6. The trustees shall choose one of their number chairman. He shall have custody of the seal and all books and papers of the corporation, shall make fair entries therein of all the proceedings of the trustees, and every member of the society, or congregation, shall have access thereto. 8. Registers to be evidence. — 7. The regi^iy, kept in any such books, of marriages, births, deaths, or burials, shall be evidence in all courts; and the copy of any entry, certified under the corporate seal and hand of the chairman, shall be evidence. 9. Treasurer. — 8. The trustees may also choose one of their number treasurer, and may require him to give security. He shall receive and account for all the money of the corpora- tion. If no treasurer be chosen, the chairman shall receive and account for such money. 10. Mortmain provisions. — 10. But all gifts, or grants, to any such corporation, of any real estate, or of money, secu- rities, or other thing of value, to be laid out in real estate, shall be by deed duly executed, delivered, acknowledged and recorded at least one year before the death of the donor or grantor, to take effect presently for the use of the corporation, and without any power of revocation, trust, condition, or limitation what- ever, or the same shall be void, unless such grant shall be really and bona fide for a full and valuable consideration actually paid, without fraud or collusion, before executing such deed. 11. Limit on property. — n. The yearly rents and profits of the whole real estate held or enjoyed by, or for, any such Delaware. 47 corporation, shall not exceed three hundred dollars; and the yearly interest, or income, of all its personal property, shall not exceed six hundred dollars. 12. Prior gifts valid. Proviso. — 12. All real estate, bo7ia fide given, or granted by will, deed, or other conveyance to any religious society, or congregation, or to any one in trust for them, or to their use, before the twentieth day of October, A.D. 1744, shall be for the use of the same, according to the intent of the donor or grantor, and the form and effect of the will, deed, or conveyance; Provided, That the said society, or congregation, shall have been, for twenty years hitherto, in the adverse and quiet possession of the same. Chap. CCLXXV, Vol. XI. Conveyances and Devises of Estate for Religious Purposes. 13. Grant to ecclesiastical officer vests no estate. — i. That no grant, conveyance, devise or lease of personal or real estate to, nor any trust of such personal or real estate for the benefit of any person, and his successor or successors in any ecclesiastical office, shall vest any estate or interest in said person or his successor ; and no such grant, conveyance, devise, or lease to or for any such person by the designation of any such office, shall vest any estate or interest in any successor of such person. But this section shall not be deemed to admit the validity of any such grant, conveyance, devise or lease heretofore made. 14. Title and interest to vest only in corporation. — 2. That no grant, conveyance, devise or lease of any real estate, dedicated or appropriated, or intended to be dedicated or appro- priated to purposes of religious worship for the use of any con- gregation or society shall vest any right, title or interest in any person or persons to whom such grant, conveyance, devise or lease be made unless such grant, conveyance, devise or lease shall be made both in form and in fact, to a corporation organ- ized according to the provision of the laws of this State, as con- tained and provided in, and by, the 39th chapter of the Revised Code, under the title of " Religious Societies." 15. Real estate at death of officer vests in the con- gregation.— 3. That any real estate of the description named in second section of this act, and which has been heretofore granted, devised or demised, to any person or persons in any ec- clesiastical office by the designation of such office or otherwise, 8 48 Religious Corporations. 9 shall be deemed to be held in trust for the benefit of the congregation or society using the same, and shall upon the death of the person or persons in whom the title shall be vested at the time of the passage of this act, vest in the religious cor- poration formed by the congregation or religious society occu- pying and enjoying such real estate as aforesaid, Provided, such corporation organized according to the laws of this State, shall be in existence at the time of the decease of the person or per- sons holding the title thereto. 16. If congregation not incorporated, estate to be escheated. — 4. That in the event such corporation or society shall not be incorporated as aforesaid, then, and in that case, the title of such real estate shall escheat to the State of Dela- ware, in the same manner and with the same effect, as if the person holding the title thereto had died intestate and without heirs capable of inheriting such real estate. 17. Escheated property, to be conveyed to congre- gation when incorporated. — 5. That whenever title to any real estate shall escheat to the State of Delaware under and by virtue of the last preceding section, it shall be the duty of the secretary of state of this State, and he is hereby authorized, upon his being satisfied of the due incorporation of the congre- gation or society who have occupied and enjoyed such real estate for the purpose of religious worship, under and accord- ing to the provisions of the law fii"st named in the second sec- tion of this act, and a further production to him of a certified copy of the recorded certificate of the incorporation, under the hand and seal of the recorder of the county, in whose office the same is recorded, to grant and convey such real estate and all the right, title and interest of the State of Delaware therein and thereto to said corporation, which shall thereupon be vested with all the right, title and interest which became vested in the State by virtue of the provisions of this act. Chap. CXLVII, Vol. XVIT. Private Corporations.* 18. Corporate Powers.— i. That every corporation, as such, shall be deemed to have power: I. To have succession, by its corporate name, for the period limited in its charter or certificate of incorporation, not exceeding twenty years, and when no period is limited, for *This chapter applies by the provisions of Sections 9, 45, and 47 to religious corpo- rations. The omitted Sections apply only to corporations for profit. Delaware. 49 twenty years, except corporations created by act of Assembly for public improvement ; 2. To sue and be sued, complain and defend in any court of law or equity; 3. To make and use a common seal, and alter the same at pleasure ; 4. To hold, purchase and convey such real and personal estate as the purposes of the corporation shall require, not exceeding the amount limited in its charter, and all other real estate which shall have been bona fide mortgaged to the said company by way of security, or conveyed to them in satisfac- tion of debts previously contracted in the course of dealings, or purchased at sales upon judgments or decree which shall be obtained for such debts; and to mortgage any such real or per- sonal estate with their franchises; the power to hold real and personal estate shall include the power to take the same by devise or bequest, excepting when the same is forbidden by law in certain cases ; Provided, however, that nothing herein contained shall prohibit manufacturing or trading corporations from accommodating their customers by making payments or disbursements out of any sum of money received from such customers ; 5. To appoint such subordinate officers and agents as the business of the corporation shall require, and to allow them a suitable compensation; 6. To make by-laws not inconsistent with the Constitution or laws of the United States or of this State, fixing and alter- ing the number of its directors for the management of its prop- erty, the regulation and government of its affairs, and for the certification and transfer of its stock, with penalties for the breach thereof not exceeding twenty dollars; 7. To wind up and dissolve itself, or be wound up and dis- solved in the manner hereafter mentioned. 19. Act applicable to all corporations.— 9. Any cor- poration organized under any general law of the Legislature, now or hereafter to be passed, shall, in addition to the powers and restrictions thereon to which it may become subject, or of which it shall be possessed by virtue of its organization and the act authorizing the same, be additionally possessed of all the powers, and be subject to all restrictions thereon in this act contained, so far as the same are consistent with the act under which it may as aforesaid be organized. 50 Religious Corporations. 20. Who may incorporate. — lo. It shall be lawful for three or more persons to become incorporated under the pro- visions of this act for the purpose of carrying on any manufac- turing- business, .... or for religious, charitable and literary purposes. 21. Certificate, contents of. Amendments. — n. The certificate of incorporation shall set forth : 1. The corporate name; 2. The object of the incorporation and the location of the principal place of business, if it be for business purposes; 3. The amount of capital stock, the number and par value of shares, and the amount to be paid in before commencing business, which shall not be less than ten per cent, of the whole capital. This shall not apply to religious, charitable and lit- erary corporations, unless it be desired to have a capital stock. In case of such corporations the election not to have a capital stock shall be stated in lieu of the amount thereof, and the con- ditions of membership shall also be stated ; 4. The name and residence of the original subscribers to the capital stock, or, if there be no stock, of the original cor- porators ; 5. The periods at which the corporation shall commence and terminate, not exceeding twenty years; 6. The value of real and personal estate of which the cor- poration may become seized and possessed. The certificate may also contain any limitation upon the powers of the corporation, the directors, and the stockholders, which may be desired by the parties signing the same ; pro- vided such limitation does not attempt to exempt the corpora- tion, the directors, or tlje stockholders from the performance of any duty imposed by this act or any law of this State. The certificate shall be signed by the original corporators, or a majority of them, and shall be acknowledged, before any officer authorized by the laws of this State to take acknowledg- ments of deeds, to be the act and deed of the signers, respec- tively, and that the facts therein stated are truly set forth. Amendments and alterations of the original certificate may be made by a supplemental certificate, presented, ap- proved, filed and recorded in the same manner in every respect as is provided in reference to the original certificate. 22. Certificate, judge of the county to issue. To be Sled. — 12. The said certificate shall be presented to the Delaware. ^i associate judge of the county in which the principal place of business of the proposed corporation is located. Notice of the intention to apply for incorporation shall be published daily (if there be a daily paper published in the county) in two news- papers of the county for at least ten days immediately prior to the application. If there be no daily paper in the county, then for three successive issues. Satisfactory proof of the publica- tion shall be made to the judge, who may, in any case, require any further publication which he may deem necessary. It shall be the duty of the judge to peruse and examine the said cer- tificate, and if, after such perusal and examination it still appear to the said judge that the purposes of the proposed incorpora- tion are lawful and involve nothing detrimental to the public interest and welfare, that the certificate is in proper form, that the proposed amount of the capital stock and value of real and personal estate which the corporation may acquire are proper with respect to the purpose of the incorporation, and that a majority of the corporators named in the certificate are then bona fide residents of this State, it shall be his duty to indorse thereon his approval and to transmit the said certificate so indorsed to the secretary of State to be filed in his office, and a copy of the same, furnished and certified by the said secre- tary, under his hand and the seal of his office, shall be recorded in the recorder's office of the county in which the application aforesaid is made. 23. Certificate to be evidence. — 13. The original copy of said certificate furnished by the secretary of State, when the same has been certified by the recorder to have been recorded, or the record thereof, or a duly certified copy of such record, shall be evidence in any court of law or equity. 24. Time incorporation takes effect. — 14. Upon the making of the said certificate, and its approval, filing and recording as aforesaid, the persons therein named as original subscribers or corporators, their successors and assigns, shall be, from the time of commencement mentioned in said certifi- cate and until the time limited therein for the termination thereof, a body corporate and politic in law and in fact, by the name mentioned in said certificate; Provided^ That the Legis- lature may at pleasure dissolve any corporation created by vir- tue of this act, or alter and amend its charter. 25. Act applies to all companies. — 15. All companies that may be hereafter established within this State, under the 52 Religious Corporations. provisions hereinbefore contained or under any law of this State, and also the officers of every such company, and the stockholders therein, may exercise the powers and shall be gov- erned by the provisions and be subject to the liabilities herein- before and hereinafter provided. 26. Elections, by ballot unless otherwise provided. Candidates cannot be officers of election. — 23 All elec- tions for managers or directors of every incorporated company of this State shall be held by ballot (unless otherwise ex- pressly provided in their respective charters), and every such election shall be held t^pon the day for the annual election speci- fied in the certificate of incorporation, and between such hours as may be provided in the by-laws. No person who is a candi- date for the office of director in any incorporated company in this State shall act as judge, inspector, or clerk, or in any other character as the conductor of any election for directors for such company, unless there be an insufficient number of other stockholders present, and any violation of this provision shall make void the election of any such person as a director, and he shall be ineligible to the office gf director of such company for twelve months next succeeding such election ; Provided, That this election shall not apply to the first election of directors in any corporation. 27. Dissolution, in case of, directors to be trustees. — 32. Upon the dissolution in any manner of any corporation already created, or which may hereafter be created by or under any law of this State, the president and directors, or the man- agers of the affairs of the said corporation at the time of its dis- solution, by whatever name they may be known in law, shall be trustees of such corporation, with full power to settle the affairs, collect the outstanding debts, and divide the moneys and other property among the stockholders, after paying the debts due and owing by such corporation at the time of its dissolution, as far as such moneys and property shall enable them. 28. Chancellor may appoint receiver. — 35. When any corporation shall be dissolved in any manner whatever, the chancellor, on application of any creditor or stockholder of such corporation, at any time, may either continue such directors trustees as aforesaid, or appoint one or more persons to be receivers of and for such corporation, to take charge of the estate and effects thereof, and to collect the debts and property Delaware. 53 due and belonging to the company, with power to prosecute and defend, in the name of the corporation, or otherwise, all such suits as may be necessary or proper for the purpose afore- said, and to appoint an agent or agents under them, and to do all other acts which might be done by such corporation if in being that may be necessary for the final settlement of the unfinished business of the corporation ; and the powers of such trustees or receivers may be continued as long as the chancellor shall think necessary for the purpose aforesaid. 29. Chancellor has full jurisdiction. — 36. The chan- cellor shall have jurisdiction of said application and of all questions arising in the proceedings thereon, and may make such orders, injunctions and decrees therein as justice and equity shall require. 30. Dissolution, property vested in individuals. — 39. On the final dissolution of any corporation created under this act, all its real and personal estate, not legally disposed of, shall be vested in the individuals who ma}^ be stockholders at the time of such dissolution, in their respective proportions, and they shall hold the same as tenants or owners in common. 31. Existing corporations may come under this act. — 43. Any corporation now existing under any law of this State, either general or special, may come under and be subject to the provisions and liabilities of this act in the same manner as if created under the same, if such company make a certifi- cate under the hands of the president and directors of the com- pany that said company desires to come under the said provi- sions and liabilities, which certificate shall be acknowledged, recorded and" filed in the same manner as the certificate required by this act; Provided, That nothing in this section contained shall be held to affect any transaction, liabilities or debts of any such company heretofore done, accrued or con- tracted. 32. Charter, hovr extended. — 44- It shall be lawful for any corporation heretofore or hereafter created under or by virtue of this act, or of any law of this State, at any time before the expiration of its charter, or the period named in its certificate of organization, to file in the office of the secretary of state a certificate under its common seal, attested by the signature of its presiding officer, declaring its desire that the 54 Religious Corporations. period of its existence as such corporation shall be extended for any time therein mentioned, not exceeding twenty years. 33. Members as well as stockholders included. — 45 The provisions of this act relating to stockholders shall include members whenever applicable. 34. State tax, how collected. — 46. That the secretary of state is hereby authorized and directed to demand, for the use of the State, on certifying any charter of incorporation or renewal thereof, authorized by this act, the sum of twenty dollars when the capital stock of such corporation shall exceed . fifty thousand dollars ; Provided^ That in the case of corporations for religious, charitable, or literary purposes, the said tax shall not be charged or collected. The fees of the secretary of state and of the recorder shall be as heretofore. 35. Existing religious incorporations validated. — 47. All religious incorporations now or heretofore existing under and by virtue of Chapter thirty-nine of the Revised Stat- utes of this State, or any supplement or supplements thereto, or under and by virtue of Chapter 419 of Vol. 13 of Laws of Delaware, be and the same are hereby validated and made legal incorporations, and all acts done in pursuance of said acts are hereby made valid. And all religious incorporations hereafter to be created may be created by and shall be subject in every respect to the provisions of said Chapter thirty-nine of the Revised Statutes and any supplement or supplements thereto; and for this purpose the said chapter and any and all supple- ments thereto, are hereby revived and reenacted with the same force and effect as though the same were set out in full in this act. Any religious incorporations created under this act shall be subject to the provisions of section 10 of said Chapter 39 of the Revised Code. Supplement to Chapter 39. [Act of Mar. 13, 1895.] 36. Trustees, change in number. — i. Any society or congregation of Christians heretofore incorporated under the act to which this is a supplement, or that may hereafter become incorporated under said act, may from time to time increase the number of trustees not to exceed twelve, and may decrease the number to not less than three by a vote of the society or Delaware. 55" congregation at a public meeting called for that purpose in the same manner as provided in section 2* of the act to which this is a supplement, for the election of trustees, voting and count- ing the votes as provided therein. 37. Change to be recorded. — 2. If the society or con- gregation shall by a plurality of votes of the members present determine to increase or diminish the number of trustees, such fact shall be certified to the recorder of deeds in and for the county in which such society or congregation shall have prop- erty, to be by him recorded in the deed records thereof, which certificate shall set forth the number of trustees heretofore con- tained in the act of incorporation, and the number fixed by the meeting provided for by this act, and shall be signed by a majority of the board of trustees. The recorder shall receive the same fees now provided by law for like services. Particular Denominations. 38. Section 9 of Chap. XXXIX applies to the Protestant Episcopal Church, and Chap. 100, Vol. 11,. with Chap. 599, Vol. 19, to Roman Catholic Societies. *See No. 3, p. 44. DISTRICT OF COLUMBIA. REVISED STATUTES, D. C, 1894. Religious Societies. 1. Congregation may acquire property. — 533. The members of any society or congregation in the District, formed for the purpose of religious worship, may receive by gift, devise or purchase not exceeding one acre of land and erect thereon such houses and buildings and make such other use of the land and such other improvements thereon as may be deemed necessary for the purposes named, and for the comfort and convenience of the society or congregation. 2. Trustees may be elected according to denomina- tional rules. — 534. Such society or congregation may assume a name. Any number of trustees not exceeding ten, who shall be styled trustees of such society or congregation by the name so assumed, may be elected or appointed according to the rules or discipline governing the church or denomination to which said society or congregation may belong. 3. Certificate to be entered of record.— 535. The trustees shall immediately make a certificate under their hands and seals, stating the date of their election, or appointment, the name of the society or congregation, length of time for which they were elected or appointed, which shall be verified by the affidavit of one of the persons making the same, and shall be filed and recorded in the office of the recorder of deeds of the District. 4. Term of service. — 536. The trustees shall hold office during the period stated in their certificates, and vacancies in the office of trustee may be filled by election or appointment as provided in section five hundred and thirty-four; and rules and regulations may be adopted in relation to the management of the estate and the duties of trustees, or for their removal from office, in accordance with the rules or discipline governing the church or denomination to which such society or congrega- (56) District of Columbia, 57 tion may belong, not inconsistent with the Constitution of the United States and the laws in force in the District. [As amended, 22 Stat. L., 529.] 5. Election of successors. — 537. At the expiration of the term of service of any of the trustees, one or more success- ors may be elected or. appointed, as provided in section five hundred and thirty-four, and a certificate of their appointment or election shall be made, verified, filed and recorded as pro- vided in section five hundred and thirty-five. [As amended, 22 Stat. L., 529.] 6. Failure to elect will not work dissolution. — 538. A failure to elect trustees shall not work a dissolution of the society or congregation, but the trustees last elected or appointed shall continue in office until another election or appointment. 7. Powers. — 539. Such trustees and their successors shall have perpetual succession and existence, shall be capable in law to sue and be sued, implead and be impleaded, answer and be answered, defend and be defended, in all courts of law or equity, in and by the name and style assumed. 8. Title vested in trustees. — 540. The title to land authorized to be purchased, and to the buildings and improve- ments thereon, shall be vested in the trustees by their assumed name, and their successors forever, and the same shall be held for the uses and purposes named and no other. 9. Trustees may dispose of real estate subject to certain restrictions. — 541- The trustees shall have power, under the direction of the society or congregation by whom they were elected or appointed, to sell and execute deeds and conveyances of the property authorized to be held by the society or congregation ; and such deeds or conveyances shall have the same effect as like deeds or conveyances made by natural per- sons; but no deed or conveyance shall be made so as to defeat or destroy the interest or effect of any grant, donation, or bequest, and all grants, donations and bequests shall be appro- priated and used as directed by the person making the same. [As amended. See 22 Stat. L., 529.] 10. Trustees may execute mortgages with consent of church. — 542. The trustees shall have power, under the direction of the society or congregation, or the authority by 5$ Religious Corporations. whom they were elected or appointed, to execute mortgages or deeds of trust in the nature of mortgages, upon the estate and property which any society or congregation are authorized to hold, or to lease the same for a term not exceeding ten years. And such mortgages, deeds, and conveyances shall have the same effect and be enforced by the same remedies and proceed- ings as like mortgages, deeds, leases and conveyances made by natural persons. [As amended. See 22 Stat. L., 529.] 11. Property on dissolution reverts to donors. — 543. Upon the dissolution of any society or congregation, the estate and property of the same shall revert back to the per- sons, their heirs and assigns, who may have given or contrib- uted to the purchase of or payment for the same according to their respective rights. Societies, Religious, Missionary, etc. 12. How incorporated. — 545. Three or more persons of full age, citizens of the United States, a majority being citizens of the District, desiring to associate themselves for benevolent, charitable, educational, literary, musical, scientific, religious, or missionary purposes, including societies formed for mutual improvement, or for the promotion of the arts, may make, sign and acknowledge before any officer authorized to take the acknowledgment of deeds in the District, and file in the office of the recorder of deeds, to be recorded by him, a certificate in writing, in which shall be stated : 1. The name or title by which such society shall be known in law. 2. The term for which it is organized. 3. The particular business and objects of the society. 4. The number of its trustees, directors, or managers for the first year of its existence. 13. Filing certificate incorporates. Powers. Limit on income. — 546. Upon filing such certificate such persons shall be a body politic and corporate by the name stated in the certificate, and by such name they and their successors may have and use a seal, and alter and change the same at pleasure, make by-laws, elect officers and agents, and take, receive, hold and convey real and personal estate necessary for the purposes of the society as stated in their certificate, and other real and personal property, the clear annual income from which shall District of Columbia. 59 not exceed in value twenty-five thousand dollars; Provided^ hozucver, That this section shall not be construed to exempt any property from taxation in addition to that now specifically exempted by law. [As amended. See 23 Stat. L., 13.] 14. Trustees, how elected. Powers. Quorum. Va- cancies.— 547. Such incorporated society may elect its trus- tees, directors, or managers, at such time and place and in such manner as may be specified in its by-laws, who shall have the control and management of the affairs and funds of the society, and a majority of whom shall be a quorum for the transaction of business; and whenever any vacancy shall happen in such board of trustees, directors, or managers, the vacancy shall be filled in such manner as shall be provided by the by-laws of the society. [As amended. See 23 Stat. L., 13.] 15. Existing corporations may reincorporate. — 548. The trustees, directors, or stockholders of any existing benevo- lent, charitable, educational, musical, literary, scientific, religi- ous, or missionary corporation, including societies formed for mutual improvement, may, by conforming to the requirements herein, reincorporate themselves, or continue their existing cor- porate power under this chapter, or may change their name, stating in their certificate the original name of such corpora- tion as well as the new name assumed; and all the property and effects of such existing corporation shall vest in and belong to the corporation so reincorporated or continued. 16. Property, how leased, mortgaged, or sold. — 549. Any property of the corporation may be leased, encumbered by mortgage or deed of trust in the nature of a mortgage, or sold and conveyed absolutely, when authorized by a vote of a majority of the shares of stock of the corporation, or by a vote of a majority of the directors, managers, or trustees of the cor- poration, at a meeting called for the purpose, and the proceed- ings of which meeting shall be duly entered in the records of the corporation; and the proceeds arising therefrom shall be applied or invested for the use and benefit of such corporation. [Substitute, 23 Stat. L., 13.] 17. Corporation surrendering powers, how property to be disposed of. — 550. When any real estate shall have been devised or given to any such corporation for any special benevolent purpose, and where, by a vote of three-fourths of the stock held by the stockholders, or three-fourths of the cor- 6o Religious Corporations. porators, if no shares of stock have been created, at a meeting called for the purpose, of which such stockholders or corpora- tors or members shall have at least ten days' notice, the cor- poration shall determine to surrender their corporate powers and cease to act under the same, said real and personal estate so acquired shall be sold at public auction, proper notice of the time and place of the same having been given, and the proceeds of the sale equitably distributed among the stockholders or cor- porators, or disposed of for the promotion and advancement of the objects for which such corporation was originally organized. 18. Existing corporations may come under this act. — Section 551 is repealed, and it was enacted, That any corpo- ration heretofore formed under sections five hundred and forty- five to five hundred and fifty-two, inclusive, of the Revised Statutes of the United States relating to the District of Colum- bia may avail itself of the provisions of this act by complying with its requirements, and those that this act is intended to amend ; but the right to repeal this act, and to alter, amend, or abolish any charter of incorporation granted under it, is ex- pressly reserved to Congress. [Act of April 23, 1884, 23 Stat. L., 13.] 19. Names of corporations not to be identical, — 552. The provisions of this chapter shall not extend or apply to any association or individual, who shall in the certificate filed with the recorder of deeds, use or specify a name or style the same as that of any previously existing incorporated body in the District. Particular Denominations. 20. vSpecial provisions exist in the laws of Maryland, in force in the District of Columbia, for the incorporation of Pro- testant Episcopal and Roman Catholic Churches. (See Cogley's Digest^ pp. 163-169.) FLORIDA. CONSTITUTION. Article III. [In effect, Oct., 1890.] 1. General laws for incorporation.* — 25. The Legis- lature shall provide by general law for incorporating such edu- cational, agricultural, mechanical, mining and other useful companies or associations as may be deemed necessary. REVISED STATUTES, 1892. Corporations. Chap. I. General Provisions. 2. Provisions extend to all corporations. — 2 119. The provisions of this title shall extend to all corporations, whether chartered by special act of the Legislature or under general law in their respective classes, but shall not in anywise affect the validity of any incorporation heretofore created. 3. Corporations not dissolved by failure to elect ofiBcers. — 2120. No corporation shall be deemed to be dis- solved by failure to elect or appoint officers on the given day, but the officers previously elected or appointed shall hold their offices until the qualification of their successors. 4. Inherent powers. — 2 121. Every corporation by virtue of its existence as such shall have power: 1. To have succession by its corporate name for the period limited in its charter and when no period is limited, perpetually. 2. To sue and be sued in any court of law or equity. 3. To make contracts and to adopt and use a common seal and alter the same at pleasure. 4. Where special provision is not made by law or otherwise to hold, buy, convey or mortgage such personal or real estate * The Legislature chartered in 1893 the Trustees of the Presbyterian Church at St. Augustine. (61) 62 Religious Corporations. as the purposes of the corporation shall require, also to take hold and convey such other real and personal property as shall be necessary for the corporation to acquire in order to obtain or secure the payment of any indebtedness or liability to it. 5. To appoint such subordinate officers and agents as the affairs of the corporation shall require, and to allow them suit- able compensation. 6. To make by-laws. 7. To increase or diminish by a vote of its members, cast as the by-laws may direct, the number of directors, managers or trustees, so, however, that the number shall not be less than three, nor more than thirteen. Chap. III. Corporations not for Profit. 5. Manner of incorporation. — 2259. Any five or more persons, wishing to form a religious society, lodge of Masons or any other similar order, debating or literary society, library company, benevolent or charitable association, scientific insti- tution of learning, or cemetery company, may become incor- porated in the following manner : They shall present to the judge of the circuit court for the proper county a proposed charter subscribed by the intended incorporators, which shall set forth: 1. The name of the corporation and place where it is to be located. 2. The general nature of the object of the corporation. 3. The qualification of members and the manner of their admission. 4. The term for which it is to exist. 5. The names and residence of the subscribers. 6. By what officers the affairs of the corporation are to be managed, and the times at which they will be elected or appointed. 7. The names of the officers who are to manage all the affairs until the first election or appointment under the charter. 8. By whom the by-laws of the corporation are to be made, altered or rescinded. 9. The highest amoimt of indebtedness or liability to which the corporation may at any time subject itself, which shall never be greater than two-thirds of the value of the property of the corporation. 10. The amount in value of the real estate which the cor- Florida. 63 poration may hold, subject always to the approval of the cir- cuit judge. The proposed charter shall be acknowledged by some one of the subscribers before some officer authorized to take ac- knowledgments of deeds, which subscriber shall also make and subscribe an oath to be endorsed on the proposed charter, that it is intended in good faith to carry out the purposes and objects set forth therein. Notice of the intention to apply to the circuit judge for any such charter, stating the time when the application will be made, shall be published in one newspaper in the proper county for four weeks, once each week, setting forth briefly the character and object of the corporation to be formed. The proposed charter, with proof of publication, shall be produced to the circuit judge at the time named in the notice, and if no cause be shown to the contrary, and if he find it to be in proper form and for an object authorized by this chapter, the circuit judge shall approve it and endorse his approval thereon. The charter, with all its endorsements, shall then be recorded in the office of the clerk of the circuit court, and from thenceforth the subscribers and their associates and successors shall be a corporation by the name given. The proposed char- ter, during the time of publication, must be filed in the office of the clerk of the circuit court. Any corporation to be organized for any of the above objects for profit, shall be incorporated under the provisions for corporations for profit. [As amended, May 5, 1893.] 6. Evidence of incorporation. — 2260. The original charter, with the certificate of the recording thereof in the clerk's office, endorsed thereon, or a copy from the record thereof, certified by the said clerk, shall be evidence of the con- tents of the charter in all actions and proceedings and shall be conclusive evidence of the existence of the corporation in all actions and proceedings where the question of its existence is only collaterally involved, and prima facie evidence in all other actions and proceedings. 7. AmendrD.ent of charter, — 2261. Any such corpora- tion desiring to amend its charter may do so by resolution as provided in the by-laws, which amendment, upon publication of notice and approval by the circuit judge, and recording in the 9 64 Religious Corporations, clerk's office as aforesaid, shall become and be taken as part of the original charter. 8. Dissolution. — 2662. Any such corporation wishing to dissolve may present a petition to the circuit judge, who shall direct notice thereof to be published for such time as he may judge to be expedient, and after the expiration of such time he may decree a dissolution and may make all necessary order and decrees for the winding up of the affairs of such corporation, taking care that the claims of creditors be satisfied, as far as may be, out of the assets of the corporation. Particular Denominations. 9. The Florida Annual Conference of the Methodist Episcopal Church South, and the Protestant Episcopal Church in the Missionary District of Southern Florida, were incorpo- rated by the Legislature in 1893. Special provision has also been made for the Shakers, by Act of May 31, 1895. GEORGIA. CONSTITUTION. Article I. [In force, Dec. 5, 1877.] 1, General laws to be enacted. Private rights secured. — IV, i. Laws of a general nature shall have uni- form operation throughout the State, and no special laws shall be enacted in any case for which provision has been made by an existing general law. No general law affecting private rights shall be varied in any particular case by special legislation, except with the free consent, in writing, of all persons affected thereby ; and no person under legal disability to contract is capable of such consent. Article XII. 2. Existing charters protected. — I, 4- Local and pri- vate acts passed for the benefit of counties, cities, towns, cor- porations and private persons not inconsistent with the supreme law, nor with this Constitution, and which have not expired nor been repealed, shall have the force of statute law, subject to judicial decision as to their validity when passed, and to any limitations imposed by their own terms. STATUTES, CODE, 1882. [With amendments to 1894.] Chap. I, Art. IV. Of Corporations Generally. Sec. I. Their Nature and Kinds. 3. Private corporations defined. — 1673. All others are private, whether the object of incorporation be for public convenience or individual profit, and whether the purpose be, in its nature, civil, religious or educational. (65) 66 Religious Corporations. Sec. II. Their Creation. 4. By whom created.* — 1674. The power to create corporations in this State vests in the General Assembly, and the courts, by whom all charters must be granted. 5. How incorporated. Associations of churches may incorporate. Term of corporate life. — 1676. A pri- vate corporation, for any purpose whatever, except banking or insurance, may be created in this State by complying with the following provisions : I. The persons desiring the charter shall file in the office of the clerk of the superior court of the county in which they desire to transact business, a petition or declaration, specifying the objects of their association, and the particular business they propose to carry on, together with their corporate name, and the amount of capital to be employed by them actually paid in, and their place of doing business, and the time, not exceeding twenty years, for which they desire to be incorporated ; which petition or declaration shall be published once a week for four weeks in the nearest public gazette to the point where such business is located, before said court shall pass an order declar- ing said application granted. After the granting by the court of the order of incorporation, the petition and said order shall be recorded together by said clerk in a book to be kept for that purpose, and to be known as " The Record of Superior Court Charters," and which shall be kept appropriately indexed by said clerk ; but this shall not dispense with the recording of the order of incorporation upon the minutes of the court, also as a part of the proceedings of the court. And it may be lawful for any association of churches to be chartered for the purpose of promoting the cause of the Christian religion, charity or education, by complying with the provisions of this section, except that they need not state the amount of capital to be used by them actually paid in, and when the meetings of said association are ambula;tory, they shall not be required to set forth their place of business ; Provided, That said association may be chartered in any county in which a church belonging thereto may be located. And paragraph 3 of this section shall not apply to such corporations, and the publication of notice required shall be in the nearest public gazette to the county where the application is made. [As amended, Sept. 8, 1891.I] *See Act for Incorporation of Towns, Churches, etc.. No. 35, Sec. i, p. 73. t Section 2 of the .ict of Sept. 8, 1891, reads, " Be it further en.acted. That all laws and parts of laws in conflict with this act be, and the same are, hereby repealed." Georgia. 67 2. If, upon hearing such petition, the court shall be satis- fied that the application is legitimately within the purview and intention of this Code, it shall pass an order declaring the said application granted, and the petitioners and their successors incorporated for and during a term not exceeding twenty years, with the privilege of renewal at the expiration of that time according to the provisions above set forth. A certified copy of this petition and order, under the seal of the court, shall be evidence of such incorporation in any court in this State." [Section 3 omitted as not applicable to churches.] 6. How particular churches may incorporate. Time-hmit of charters. — 1676 (a). The superior court, upon the petition of one or more discreet and proper persons, showing that a school, academy, college or church has been, or is about to be, established in the county where such court is sitting, and asking for corporate authority to enforce good order, receive donations, make purchases, and effect all aliena- tions of realty and personalty, not for the purpose of trade and profit, but for promoting the general design of such insti- tution, and to look after the general interest of such establish- ment, may grant such person or persons and their legal succes- sors such corporate powers as may be suitable and not incon- sistent with the laws of this State, nor violative of private rights, the charter so granted to remain in force twenty years, unless sooner revoked by law ; and upon petition by the corpo- rators, or their legal successors in charge of any such institu- tion, however and whenever incorporated, the superior court of the county where the same is located shall have power to amend the charter thereof in any way prayed for; Provided, The same is not contrary to the laws of this State nor violative of private rights. The costs of recording such proceedings on the minutes shall be paid by the petitioners, and a certified copy of the same, under the seal of the court, shall be sufficient evidence in any case of the corporate powers and privileges so granted. [As amended, Oct. 16, 1885.] 7. Rehgious societies may incorporate in any county.* — 1677. In all cases where it is the design of relig- ious or educational associations or societies to extend their oper- ations and hold property in different counties in this State, without having any principal place of business, it shall be law- ful for the petition for incorporation to be filed in, and the order ♦See title " Ratification of Superior Court Charters," p. 71. 68 Religious Corporations. of incorporation to be granted by, the superior court of any county of this State, and the said county shall be deemed and held to be the county of the residence of said corporation. Sec. III. Powers and Liabilities. 8. Continuance not affected by death of members. Time limit of charters. — 1678. Corporations have continu- ous succession during the time limited by their charter, not- withstanding the death of their members. Should any charter granted in future by the General Assembly to a private corpo- ration be silent as to its continuance, such charter shall expire at the end of thirty years from the date of its grant. 9. Powers. — 1679. -^^^ corporations have the right to sue and be sued, to have and use a common seal, to make by-laws, binding on their own members, not inconsistent with the laws of this State and of the United States, to receive donations by gift or will, to purchase and hold such property, real or per- sonal, as is necessary to the purpose of their organization, and to do all such acts as are necessary for the legitimate execution of this purpose. 10. Responsible for acts of ofiicers. — 1680. Every corporation acts through its officers, and is responsible for the acts of such officers in the sphere of their appropriate duties; and no corporation shall be relieved of its liability to third per- sons for the acts of its officers by reason of any by-law or other limitation upon the power of the officer, not known to such third person. Sec. IV. Dissolution. 11. State may withdraw franchise. — 1682. In all cases of private charters hereafter granted the State reserves the right to withdraw the franchise, unless such right is expressly nega- tived in the charter. 12. Liability not affected. — 1689. The dissolution of a corporation, from any cause, shall not, in any manner, affect any collateral or ultimate or other liability, legally incurred by any of its officers or members. 13. State cannot dissolve all corporations. — 1683. Private corporations heretofore created, without the reserva- tion of the right of dissolution, and where individual rights Georgia. 69 have become vested, are not subject to dissolution at the will of the State. 14. How dissolution is effected. — 1684. Every corpo- ration is dissolved — ist, by expiration of its charter; 2d, by for- feiture of its charter; 3d, by a surrender of its franchises; 4th, by the death of all its members without provisions for a succes- sion.* 15. How charter forfeited. — 1685. A corporation may forfeit its charter — ist, by a willful violation of any of the essen- tial conditions on which it is granted; 2d, by a misuser or non- user of its franchises. This dissolution dates from the judgment of a court of competent jurisdiction declaring the forfeiture. 16. Surrender of franchise. — 1686. A corporation may be dissolved by a voluntary surrender of its franchises to the State. In such case such surrender does not relieve its officers or members from any liability for the debts of the corporation. 17. Death of members. — 1687. The death of all the members of a corporation, or of so many of them as to render it impossible under the charter to provide a succession, is a disso- lution thereof. 18. Disposition of assets. — 1688. Upon the dissolution of a corporation, for any cause, all the property, and assets of every description belonging to the corporation shall constitute a fund — first, for the payment of its debts, and then for equal distribution among its members. To this end the superior court of the county where such corporation was located shall have power to appoint a receiver, under proper restrictions, properly to administer such assets under its direction. Title V. Chap. VIII. Of Trustees. 19. Conveyance to churches, etc., confirmed. — 2343. All deeds of conveyance heretofore made, and which may here- after be made, to any person or persons, for any lots of land within this State, to any church or religious society or to trus- tees for the use of such church or religious society for the pur- pose of erecting churches or meeting-houses, are, and shall be deemed and taken to be, good and valid, and available in law for the intents, uses and purposes contained in said deeds of conveyance, and all lots of land so conveyed shall be fully and * Also by non-payment of taxes, Section 877 of Code. 7© Religious Corporations. absolutely vested in such church or religious society,* or in their respective trustees, for the uses and purposes in said deed ex- pressed ; to be holden to them, or their trustees, for their use by succession, according to the mode of church government, or rules of discipline exercised by such churches or rehgious socie- ties respectively. 20. Trustees subject to church.— 2344. All trustees to whom conveyances are or shall be made, for the purposes ex- pressed in the preceding section, shall be subject to the author- ity of the church or religious society, for which they hold the same in trust, and may be expelled from said trust by such church or society, according to the form of government or rules of discipline by which they may be governed. 21. Church to fill vacancies. — 2345. Every church or religious society shall be and are hereby authorized and em- powered to fill up all vacancies which may happen in the said trusts by death, removal, expulsion, or otherwise; and when any vacancy shall be filled up the same shall be certified under the hand or hands of the person or persons presiding in the said society, and according to the form of government or discipline practiced by such church or society, which certificate shall ex- press the name of the person appointed to fill the vacancy, and the name of the person in whose place he shall be appointed ; and the said certificate being recorded in the office of the clerk of the superior court of the county in which the land lies, the person so appointed to fill such vacancy shall be as fully vested with such trust as if a party to and named in the original deed. 22. The preceding sections construed. — 2346. The three preceding sections shall be so construed as to apply to all societies, whether social, charitable, secret, masonic, or by whatever name they may be called, and all criminal laws in force on the 5th of March, 1856, for the protection of religious societies, shall be so construed as to apply to all societies, by whatever name they may be called. 23. Powers of societies. — 2347. Said societies, in their distinct and proper names, by their trustees or officers, shall be entitled and authorized to receive, by purchase, gift or bequest, all property, both personal and real, and they shall be capable in law of suing and being sued, pleading and being impleaded, * Under the provisions of this section trustees of unincorporated societies can hold the title of church property. Georgia. 71 contracting and being contracted with; and they are hereby made bodies politic and corporate for the purposes named, when any of the said societies shall have entered their names as trus- tees or officers of any such societies, for the purposes herein specified, and they shall be capable in law of defending and being defended, and entitled to all the benefits of the three preceding sections before mentioned; Provided^ That the said societies shall have recorded the name, style and objects of their association, as prescribed by laws in force on the said fifth of March, 1856. Record of Superior Court Charters. [Act of Nov. 13, 1889.] 24. Record book to be kept by clerk of court.— i. From and after the passage of this act it shall be the duty of the clerk of the superior court of each county to have prepared, at the expense of the county in which he is clerk, a record book of suitable size and form, which shall be kept in the office of the clerk of the superior court in each county in this State, and such book shall be known as the " Record of Superior Court Charters." 25. Charters to be recorded. — 2. All charters when granted shall be recorded in said book of record with the origi- nal advertisement of the charter asked for. 26. Record validates charter. — 3. When any charter is granted by the superior court it shall not become valid until it has been recorded with the original legal advertisement in the charter record of the county in which it is granted. 27. Fee. Copies to be evidence. — 4. The clerk of the superior court shall be allowed such fees for recording the charters granted by the superior court as is allowed in the fee bill of this State for recording deeds to land. The clerk shall furnish any person on application a certified copy of any char- ter on record in his office. Under seal said certified copy may be used in the courts of this State as evidence. Ratification of Superior Court Charters. [Act of Nov. II, 1889.] 28. Orders of courts since 1876 ratified. — i. From and after the passage of this act the orders of the superior courts granting corporate existence to corporations created 72 Religious Corporations. tinder the act of February 19, 1876, be, and the same are hereby- ratified and confirmed, with each and every contract made, or act done in the corporate name, by or with the corporation thereof since the passage of said act. 29. Section 1677 of the Code reenacted.*— 2.The said act, approved February 19, 1876, as now embodied in section 1677 of the present Code of this State be, and the same is hereby reenacted, and the authority therein contained given to the extension or the amendment of all charters contemplated in the said section, whether the original charter of the corporation so to be extended or amended was granted by the General As- sembly of this State or a superior court of this State. 30. Legal residence, how changed. — 3. By resolution of the corporation entered on the minutes thereof, the county of its legal residence may be changed from the county where it was incorporated by the order of the superior court to some other county where its head or chief executive officer resides. Provided, That such resolution of the corporation shall be recorded on the minutes of the superior court which granted the charter of the corporation, and also on the minutes of the superior court of the county in which the corporation seeks to locate its legal residence. 31. Contracts validated. — 4. All contracts made with the said corporations, or all deposits of title made for the pur- pose of securing to the said corporations moneys held and owned by them, shall be legal and valid, and payment may be enforced in the same manner and in the same way as if done by a private individual. 32. Administration of charitable trusts. — 5. Said cor- porations now created or hereafter created pursuant to the pro- visions of this act be, and they are hereby authorized to act in their corporate capacity as trustee to administer and carry into effect any charitable trust heretofore or hereafter created by deed or by will, which is consistent with the objects of the cor- porate existence. Reviver of Corporations. [Act of Nov. 12, 1889.] 33. Charters, how revived. — i. In all cases where the charter of a corporation, created for library, church, charitable, * See No. 7, p. 67. Georgia. 73 school or educational purposes, may have heretofore expired, or may hereafter expire, such corporation inay be revived for the same purposes at any time within three years after the expira- tion of its charter, by the superior court of the county in which the former charter was granted. The application for reviver may be made by the former corporators, or trustees, or any of them, and the application and all proceedings thereon shall be as prescribed by law for making application and proceedings thereon in cases of similar and original charters. The corpora- tion, as revived, shall stand clothed with all the powers, and possessed of all the rights, and be subject to all the debts, liabilities and burthens of the old corporation which is revived in it. Rati-fication of Charters Granted by Superior Courts. [Act of Sept. 7, 1 89 1.] 34. Charters granted since November, 1889, rati- fied..*— I. All charters of corporations which have been granted by the superior courts of this State since the passage of the above recited act, approved November 13, 1889, in the granting of which the law of this State in such case provided has been substantially complied with, as it existed previous to the passage of said above recited act, be, and the same is, hereby ratified and confirmed, and declared to be valid and legal and to have all the force, effect, power and authority as if said char- ters had been granted in strict compliance and conformity with said above recited act, approved November 13, 1889. Incorporation of Towns, Churches, etc. [Act of Oct. 19, 1891.] 35. General Assembly cannot amend charters of certain towns or of any churches, etc. — i. From and after the passage of this act, the General Assembly shall have no power or authority, by local or special enactment, to grant any charter incorporating or amending any charter heretofore or hereafter granted incorporating any town, villages or muni- cipalities of less than two thousand inhabitants; nor of any school, church or other society in this State. All such charters and amendments shall be granted by the superior court of the county in which the same is situated as now or may hereafter be provided for by law. f * See Nos. 24-27, p. 71. Section 2 applies only to towns and villages. 74 Religious Corporations. 36. Amendments to such charters to be granted by the courts. — 3. Any town, village or municipality of less than two thousand inhabitants, and schools, churches and other societies desiring to amend charters already granted them, to suspend the operation of any part of the same, shall proceed as provided by law for the incorporation of the same, and upon the superior court passing an order allowing said amendment, the same shall have the force and effect of suspending the law asked to be suspended, and to put into force and effect the law declared to go into effect by said amendment so allowed. IDAHO. CONSTITUTION. Article XI. [In effect July 3, 1890.] 1. General laws to be passed. — 2. No charter of incorporation shall be granted, extended, changed or amended by special law, except for such municipal, charitable, educa- tional, penal or reformatory corporations as are or may be under the control of the State ; but the Legislature shall pro- vide b}'' general law for the organization of corporations here- after to be created ; Provided^ That any such general law shall be subject to future repeal or alteration by the Legislature. 2. Charters may be annulled. — 3. The Legislature may provide by law for altering, revoking or annulling any charter of incorporation existing and revocable at the time of the adoption of this Constitution, in such manner, however, that no injustice shall be done to the corporators. REVISED STATUTES, 1887.* Title IV. Concerning Corporations. Chap. I. General Provisions.! 3. Private corporations, how formed. — 2576. Private corporations may be formed by the voluntary association of any five or more persons in the manner prescribed in this Title. A majority of such persons must be bona fide residents of this State. 4. For any lawful purpose. — 2577. Private corpora- tions may be formed for any purpose for which individuals may lawfully associate themselves. ♦By the provisions of the Constitution, Art. XXI, Sec. 2, the laws of the Territory are made operative in the State until repealed. tThe omitted sections relate solely to corporations for profit. (75) y6 Religious Corporations, 5. Articles of incorporation. — 2578. The instrument by which a private corporation is formed, is called "Articles o£ Incorporation." 6. Contents of articles. — 2579. Articles of incorpora- tion must be prepared setting forth : 1. The name of the corporation; 2. The purpose for which it is formed; 3. The place where its principal business is to be trans- acted; 4. The term for which it is to exist, not exceeding fifty years ; 5. The number of its directors or trustees; and the names and residence of those who are appointed for the first year. 7. Articles, how subscribed and acknowledged. — 2581. The articles of incorporation must be subscribed by five or more persons, a majority of whom must be resident free- holders of this State, and acknowledged by each before some officer authorized to take and certify acknowledgments of con- veyances of real property. 8. Articles, where filed. Certificate. — 2584. Upon filing the articles of incorporation in the office of the county recorder of the county in which the principal business of the company is to be transacted, and a copy thereof, certified by the county recorder, with the secretary of the State, and filing the affidavit mentioned in the last section, when such affidavit is required, the secretary of the State or such county recorder must issue to the corporation, over his official seal, a certifi- cate that a copy of the articles, containing the required state- ment of facts, has been filed in his office ; and thereupon the persons executing the articles and their associates and succes- sors shall be a body politic and corporate, by the name stated in the articles, and for the term of fifty years, unless it is in the articles of incorporation otherwise stated, or by law other- wise specially provided. 9. Articles to be evidence.— 2585. A copy of any articles of incorporation filed in pursuance to this title and cer- tified by the secretary of the State, or the recorder of the proper county, must be received in all courts and other places as prima facie evidence of the facts therein stated. 10. Members. — 2586 If a corporation has no capital stock, the corporators and their successors are called members. Idaho. 77 11. Articles to be filed with county recorder. Effect of failure to file. — 2587. No corporation formed under the provisions of this title, shall purchase, locate, or hold, property in any county of this State, without filing a certified copy of its articles of incorporation in the office of the county recorder of the county in which such property is situated, within sixty days after such purchase or location is made, and every corpo- ration now in existence must, within ninety days after the pas- sage of this title, file a certified copy of its articles of incorpo- ration, as provided in this section. Any corporation failing to comply with the provisions of this section, must not, while so in default, maintain or defend any action or proceeding in rela- tion to such property. 12. By-laws, when, how and by whom adopted. — 2588. Every corporation formed under this title must, within one month after filing articles of incorporation, adopt a code of by-laws for its government not inconsistent with the laws of Congress and of this State. The assent of .... a majority of the members, if there be no capital stock, is necessary to adopt by-laws, if they are adopted at a meeting called for that purpose; and if such meeting be called, two weeks' notice of the same by advertisement in some newspaper published in the county in which the principal place of business of the corpo- ration is located, or, if none be published therein, then in a paper published at the capital of the State, must be given by order of the acting president. The written assent .... of two-thirds of the members, if there be no capital stock, shall be effectual to adopt a code of by-laws without a meeting for that purpose. 13. Directors, election of. — 2589. The directors of a corporation must be elected -annually by the stockholders or members, and if no provision is made in the by-laws for the time of the election, the election must be held on the first Tues- day in June. Notice of such election must be given, and the right to vote determined as prescribed in the last preceding section. 14. By-laws, what they may provide. — 2590. A cor- poration may, by its by-laws, when no other provision is spe- cially made, provide, among other things, for: I. The time, place, and manner of calling and conducting its meetings; !jS Religious Corporations, 2. The number of stockholders or members constituting a quorum ; 3. The mode of voting by proxy; 4. The time of the annual elections of directors, and the mode and manner of giving notice thereof; 5. The duties and compensation of officers; 6. The manner of election, and the terms of office of all officers other than the directors, and 7. Suitable penalties for violation of by-laws, not exceeding, in any case, one hundred dollars for any one offense. 15. By-laws to be recorded. How amended. — 2591. All by-laws adopted must be certified by a majority of the di- rectors and the secretary of the corporation, and copied in a legible hand in some book kept in the principal office of the corporation in this State, to be known as the ' ' Book of By- Laws," and no by-law shall take effect until so copied, and the book shall be open to the inspection of the public during office hours of each day, except holidays. The by-laws may be repealed or amended, or new by-laws may be adopted, at the annual meeting of the stockholders or members called for that purpose by the directors, by a vote representing .... two-thirds of the members when there is no capital stock, or the power to repeal and amend the by-laws, and adopt new by-laws, may, by a similar vote at any such meeting, be delegated to the board of directors. This power, when so delegated, may be revoked by a similar vote at any regular meeting of the stockholders or members. Whenever any amendment or new by-law is adopted it shall be copied in the book of by-laws with the original by- laws, and immediately after them, and shall not take effect until so copied. If any by-law be repealed, the fact of repeal, with the date of the meeting at which the repeal was enacted, must be stated in the said book, and until so stated the repeal must not take effect. 16. Directors, how elected, and who to be. — 2592. The corporate powers, business and property of all corporations formed under this title must be exercised, conducted and con- trolled by a board .... to be elected .... from among the members of such corporation.* A majority of the directors must be, in all cases, citizens and actual dona fide residents within this State. Directors of all other corporations must be members thereof. Unless a majority is present and acting, no * For number of directors see Sec. 2760, p. 84. Idaho. 79 business performed or act done by the board of directors is valid as against the corporation. Whenever a vacancy occurs in the office of directors, unless otherwise provided by the by- laws, such vacancy must be filled by the board. 17. Directors to be elected at first meeting.— 2593. At the first meeting at which the by-laws are adopted, or at such subsequent meeting as may then be designated, directors must be elected, to hold their offices for one year, and until their suc- cessors are elected and qualified. 18. Directors, election of, to be by ballot. — 2594. All elections of directors must be by ballot, and a vote .... of a majority of the members, if there be no capital stock, is neces- sary to a choice. 19. Directors, oflBcers of, duties, and quorum. — 2595. Immediately after their election, the directors must organize by the election of a president, who must be one of their number, a secretary and a treasurer. They must perform the duties en- joined on them by law and by the by-laws of the corporation. A majority of the directors is a sufficient number to form a board for the transaction of business, and every decision of a majority of the directors forming such board, made when duly assembled, is a valid corporate act, as though made by a ma- jority of all the directors of the corporation. 20. Directors, how removed from oflBce. — 2597. No director can be removed from office unless by a vote .... of two-thirds of the members, when there is no capital stock, at a general meeting held after previous notice of the time and place, and of intention to propose such removal. Meetings of stock- holders or members for this purpose may be called by the presi- dent, or by a majority of the directors, or by members or stock- holders holding at least one-half of the votes? Such calls must be in writing and addressed to the secretary, who must there- upon give notice of the time, place and object of the meeting, and by whose order it is called. If the secretary refuses to give the notice, or if there is none, the call may be addressed directly to the members or stockholders, and be served as a notice, in which case it must specify the time and place of meeting. The notice must be given in the manner provided in section 2588 of this title, unless other express provision has been made therefor in the by-laws. In case of removal, the vacancy may be filled by election at the same meeting. 8o Religious Corporations. 21. Justice of peace may order meeting. — 259S. When- ever, from any cause, there is no person authorized to call or to preside at a meeting of a corporation, any justice of the peace of the county where such corporation is established, may, on written application of three or more of the stockholders, or of the members thereof, issue a warrant to one of the stockholders or members, directing him to call a meeting of the corporation, by giving the notice required, and the justice may in the same warrant direct such person to preside at such meeting until a secretary is chosen and qualified, if there is no officer present legally authorized to preside thereat. 22. Majority must be represented. — 2599. At all elec- tions or votes had for any purpose, there must be a majority of the subscribed capital stock, or of the members, when there is no capital stock, represented either in person, or by proxy, in writing. Every person acting therein in person, or by proxy, or by representative, must be a member thereof Any vote or election had otherwise than in accordance with the pro- visions of this title, is voidable at the instance of absent stock- holders or members, and may be set aside by petition to the district court of the county where the same was held or to the judge of said court at his chambers. Any regular or call[ed] meeting of the stockholders or members may adjourn from day to day, or from time to time, if from any reason there is not present a majority of the subscribed stock or members, or no election or majority vote had. Such adjournment and reasons thereof being recorded in the journal of proceedings of the board of directors. 23. Election postponed. — 2601. If from any cause an election does not take place on the day appointed in the by-law, it may be held on any day thereafter, as may be provided for in such by-laws, or to which such election may be adjourned or ordered by the directors. If an election has not been held at the appointed time, and no adjourned or other meeting for the purpose has been ordered, a meeting may be called by the stock- holders, as provided in section 2597 of this title. 24. Complaints regarding elections. — 2602. Upon the application of any person, or body corporate, aggrieved by any election held by any corporate body, or any proceedings relat- ing to any such election, the district judge of the district in which such election is held, must proceed forthwith summarily Idaho. 8i to hear the allegations and proofs of the parties, or otherwise inquire into the matters of complaint, and thereupon confirm the election, order a new one, or direct such other relief in the premises as accords with right and justice. Before the proceed- ings are had under this section, five days' notice thereof must be given to the adverse party, or to those to be affected thereby, if found within the State. 25. Meetings by unanimous consent. — 2604. When all the stockholders or members of a corporation are present at any meeting, however called or notified, and sign a written consent thereto on the record of such meeting, the doings of such meet- ing are as valid as if at a meeting legally called and notified. 26. Proceedings of consent meetings binding. — 2605. The stockholders or members of such corporation, when so as- sembled, may elect officers to fill all vacancies then existing, and may act upon such other business as might lawfully be transacted at regular meetings of the corporation. 27. Meetings, where to be held. — 2606. The meetings of the stockholders, members and board of directors of a corpo- ration must be held at its office, or principal place of business, 28. Meetings of directors, how called when no pro- vision.— 2607. When no provision is made in the by-laws for regular meetings of the directors, and the mode of calling spe- cial meetings, all meetings must be called by special notice in writing, to be given by the secretary to each director, if within the State, on the order of the president, or if there be none, on the order of two directors. 29. Members liable for proportion of debts. — 2609. .... In corporations having no capital stock, each member is individually and personally liable for his proportion of its debts and liabilities, and similar actions may be brought against him, either alone or jointly with other members, to enforce such lia- bility as by this section may be brought against one or more stockholders, and similar jiidgments may be rendered 30. Powers. — 2633. Every corporation, as such, has power : 1. Of succession, by its corporate name, for the period limited; and when no period is limited, perpetually; 2. To sue and be sued, in any court, as a natural person may; 82 Religious Corporations. 3. To make and use a common seal, and alter the same at pleasure ; 4. To purchase, hold and convey such real and personal estate as the purposes of the corporation may require, not ex- ceeding the amount limited by this title ; 5. To appoint such subordinate officers or agents as the business of the coiporation may require, and to allow them suit- able compensation; 6. To make by-laws not inconsistent with any existing law, for the management of its business and property, the regulation of its affairs, and for the transfer of its stock ; 7. To admit stockholders or members, and to sell their stock or shares for the payment of assessments or install- ments. 8. To enter into any contracts or obligations essential, nec- essary or proper to the transaction of its ordinary affairs, or for the purposes of the corporation. 31. Misnomer does not invalidate. — 2635. The mis- nomer of a corporation in any written instrument does not in- validate the instrument, if it can be reasonably ascertained from it what corporation is intended. 32. Must organize within one year. Legality of cor- poration, how ascertained. — 2636. If a corporation does not organize and commence the transaction of its business or the construction of its works within one year from the date of its incorporation its corporate powers cease. The due incorpora- tion of any company, claiming in good faith to be a corporation under this title, and doing business as such, or its right to exer- cise corporate powers, shall not be inquired into, collaterally, in any private suit to which such de facto corporation may be a party; but such inquiry may be had at the suit of The People of the State, on the information of the district attorney of the county of the principal place of business of the corporation. 33. Acquisition of real property. — 2638. No corpora- tion must acquire or hold any more real property than may be reasonably necessary for the transaction of its business, or the construction of its works, except such right of way or other property as it may acquire under the laws of Congress, or as may be otherwise specially provided. A corporation may ac- quire real property as provided in the Code of Civil procedure, when needed for any of the uses and purposes there mentioned. Idaho. 83 34. Right of repeal reserved. — 2641. The Legislature may at any time amend or repeal this title or any chapter, article or section thereof, and dissolve all corporations created thereunder; but such amendment or repeal does not, nor does the dissolution of any such corporation take away or impair any remedy given against any such corporation, its stockholders or officers, for any liability which has been previously incurred. 35. On dissolution, directors as trustees for creditors. — 2648. Unless other persons are appointed by the court, the directors or managers of the affairs of such corporation at the time of its dissolution are trustees of the creditors and stock- holders, or member, of the corporation dissolved, and have full power to settle the affairs of the corporation. 36. Charter, how extended. — 2649. Every corporation formed for a period less than fifty years may, at any time prior to the term of its corporate existence, extend such term to a period not exceeding fifty years from its formation. Such ex- tension may be made at any meeting of the stockholders or members called by the directors expressly for considering the subject, if voted by ... . two-thirds of the members ; or may be made upon the written assent of that number of stockholders or members. A certificate of the proceedings of the meeting upon such vote, or upon such assent, must be signed by the chairman and secretary of the meeting of a majority of the di- rectors and be filed in the office of the county recorder, where the original articles of incorporation were filed, and a certified copy thereof in the office of the secretary of the State, and thereupon the term of the corporation shall be extended for the specified period. 37. Existing corporations may continue. — 2650. Any existing corporation formed under any law of this State may continue under this chapter, or under the provisions of any sub- sequent chapter particularly applicable thereto, by the unani- mous vote of all its directors, or its election so to continue may be made at any annual meeting of the stockholders, or mem- bers or at any meeting called by the directors expressly for con- sidering the subject, if voted by .... a majority of the mem- bers, or may be made by the directors upon the written consent of that number of such stockholders or members. A certificate of the action of the directors, signed by them and their secre- tary, when the election is made by their unanimous vote or 84 Religious Corporations. upon the written consent of the stockholders or members, or a certificate of the proceedings of the meeting of the stock- holders or members, where such an election is made at any such meeting signed by the chairman and secretary of the meeting and a majority of the directors, must be filed in the office of the recorder of the county where the original articles of incorpora- tion are filed, and a certified copy thereof must be filed in the office of the secretary of the State, and thereafter the corpora- tion must continue its existence under the provisions of this title, which are applicable thereto; and must possess all the rights and powers, and be subject to all the obligations, restric- tions and limitations prescribed thereby. 38. Existing corporations not affected. — 2651. No corporation formed or existing before twelve o'clock, noon, of the day upon which this title takes effect, is e[a]ffected by the provisions of this title imless such corporation elects to continue its existence under it as provided in the last section, but the laws under which such corporations were formed and exist are applicable to all such corporations, and are repealed subject to the provisions of this section. 39. Chapter I. applicable to every corporation. — 2652. The provisions of this chapter are applicable to every corporation, unless such corporation is exempted from its operation, or unless a special provision is made in relation thereto inconsistent with some provision in this chapter, in which case the special provision prevails. [In effect June i, 1887.] Chapter VIII. Religious, Social and Benevolent Corpo- rations. 40. How incorporated. — 2760. Any number of persons associated together for any purpose, where pecimiary profit is not their object, may, in accordance with the rules, regulations or discipline of such association, elect directors, the number thereof to be not less than three nor more than eleven, and may incorporate themselves as provided in this title.* 41. Articles, additional facts.f— 2761. In addition to the requirements of Chapter I, the articles of incorporation of any such association must set forth the holding of the election * See No. 3, etc., Sections 2576 seq., p. 75. t See No. 6, Section 2579, p. 76. Idaho. 85 for directors, the time and place where the same was held, that a majority of the members of such association were present and voted at such election, and the result thereof ; which facts must be verified by the officers conducting the election. 42. Corporation to hold property. Limit on real estate. — 2762. Alf such corporations may hold all the prop- erty of the association owned prior to incorporation or acquired thereafter in any manner, and transact all business relative thereto ; but no such corporation must own or hold more real estate than may be necessary for the business and objects of the association. 43. Real estate, how mortgaged or sold. — 2764. Cor- porations of the character mentioned in this chapter, may mortg-age or sell real property held by them upon obtaining an order for that purpose from the district court held in the county in which the property is situated. Before making the order, proof must be made to the satisfaction of the court that notice of the application for leave to mortgage or sell has been given by publication in such manner and for such time as the court or judge has directed, and that it is for the interest of the cor- poration that leave should be granted as prayed for. The appli- cation must be made by petition, and any member of the cor- poration may oppose the granting the order of it by affidavit or otherwise. 44. By-laws, additional provisions.* — 2765. Corpo- rations organized for purposes other than for profit may in their by-laws, ordinances, constitutions, or articles of incorporation, in addition to the provisions in Chapter I, provide for : 1. The qualifications of members, mode of election, and terms of admission to membership; 2. The fees of admission and dues to be paid to their treas- ury by members; 3. The expulsion and suspension of members for miscon- duct or non-payment of dues; also for restoration to member- ship; 4. Contracting, securing, paying and limiting the amount of their indebtedness ; 5. Other regulations not repugnant to the laws of the State and consonant with the objects of the corporation. * See No. 14, Section 2590, p. 77. 86 Religious Corporations. Title VI. Voluntary Dissolution of Corporations. 45. How dissolved. — 5185. A corporation maybe dis- solved by the district court of the county where its office or principal place of business is situated, upon its voluntary appli- cation for that purpose. 46. Application, what to contain.— 5186. The appli- cation must be in writing and set forth : 1. That at a meeting of the stockholders or members called for that purpose, the dissolution of the corporation was resolved upon by a two-thirds vote of all the stockholders or members; 2. That all claims and demands against the corporation have been satisfied and discharged. 47. Application, how signed.— 5187. The application must be signed by a majority of the board of trustees, directors, or other officers having the management of the affairs of the corporation, and must be verified in the same manner as a com- plaint in a civil action. 48. Filing application. Notice.— 5188. If the judge is satisfied that the application is in conformity with this title, he must order it to be filed with the clerk, and that the clerk give not less than thirty days' notice of the application, by publica- tion in some newspaper published in the county, and if there are none such, then by advertisements posted up in three of the principal public places in the county. 49. Objections. — 5189. At any time before the expiration of the time of publication, any person may file his objections to the application. 50. Hearing. — 5190- After the time of publication has expired, the court may, upon five days' notice to the persons who have filed objections, or without further notice, if no objec- tions have been filed, proceed to hear and determine the appli- cation ; and if all the statements herein made are shown to be true, he must declare the corporation dissolved. 51. Judgment roll. Appeal.— 5 191. The application, notices, and proofs of publication, objections (if any), and decla- ration of dissolution, constitute the judgment roll, and from the judgment an appeal may be taken as from judgments of the county courts. ILLINOIS. CONSTITUTION. Article XL [In effect, Aug. 8, 1870.] 1. General laws to be passed. — i. No corporation shall be created by special laws, or its charter extended, changed or amended, except those for charitable, educational, penal or re- formatory purposes, which are to be and remain under the patronage and control of the State, but the General Assembly shall provide, by general laws, for the organization of all cor- porations hereafter to be created. REVISED STATUTES, 1892. Chap. XXXII. Corporations. Religious Corporations. 2. How incorporated. — 35. The foregoing* provisions shall not apply to any religious corporations; but any church, congregation or society formed for the purpose of religious wor- ship, may become incorporated in the manner following, to wit : By electing or appointing, according to its usages or customs, at any meeting held for that purpose, two or more of its members as trustees, wardens and vestrymen (or such other officers whose powers and duties are similar to those of trustees, as shall be agreeable to the usages and customs, rules or regulations of such congregation, church or society), and may adopt a corpo- rate name; and upon the filing of the affidavit, as hereinafter provided, it shall be and remain a body politic and corporate, by the name so adopted. 3. Form and efifect of affidavit. — 36. The chairman or secretary of such ineeting shall, as soon as may be after such meeting, make and file in the office of the recorder of deeds in * The provisions referred to apply only to business corporations, and include the pro- visions for the dissolution of corporations. (S7) 88 Religious Corporations. the county in which such congregation, church or society is or- ganized (which shall be recorded by such recorder) an affidavit, substantially in the following form : State of Illinois, ( Count v1 I, -, do solemnly swear (or affirm, as the case may be) that at a meeting of the members of the (here insert the name of the church, society or congregation, as known before incorporation,) held at (here insert place of meeting,) in the county of , and State of Illinois, on the day of , A.D. 1 8 — , for that purpose, the following persons were elected (or appointed) (here insert their names) trustees, (or wardens, vestrymen or officers by whatever name they choose to adopt, with powers and duties similar to trustees,) according to the rules and usages of such (church, society or congrega- tion). And said (church, society or congregation) adopted as its corporate name (here insert the name). And at said meet- ing this affiant acted as (chairman or secretary, as the case may be). Subscribed and sworn to before me, \ , this — day of , A.D. i8— , f (Name of affiant.) Such affidavit, or a copy thereof duly certified by the recorder, shall be received as evidence of the due incorporation of such congregation, church or society. 4. Trustees, term of office. — 37. The term of office of the trustees of any such corporation may be determined by the rules or by-laws of the congregation, church or society. 5. Trustees, failure to elect does not dissolve. — 38. A failure to elect trustees at any time shall not work a dissolu- tion of such corporation, but the trustees last elected shall be considered as in office until their successors are elected. 6. Trustees. Subsequent elections. Vacancies.— 39- All elections of trustees after the first, and elections to fill vacan- cies, may be called and conducted upon such notice and in such manner as may be provided by the rules, usages or by-laws of the congregation, church or society, but the qualification and number of the trustees shall, at all times, be the same as re- quired in the thirty-fifth section of this act. No certificate of election, after the first, need be filed for record. Illinois. 89 7. Trustees, removal of. — 40. A trustee may be removed from office by an election, called and conducted in like manner as elections for trustees, or his office declared vacant for a fail- ure to act, immoral conduct, or for an abandonment of the faith of the congregation, church or society. 8. Property vested in congregation.— 41. Upon the incorporation of any congregation, church or society, all real and personal property held by any person or trustees for the use of the members thereof, shall immediately vest in such cor- poration, and be subject to its control, and may be used, mort- gaged, sold and conveyed the same as if it had been conveyed to such corporation by deed; but no such conveyance or mort- gage shall be made so as to affect or destroy the intent or effect of any grant, devise or donation that may be made to such person or trustee for the use of such congregation, church or society. 9. Real estate, limit on.— 42. Any corporation that may be formed for religious purposes under this act, or imder any law of this State,' for the incorporation of religious societies, may receive, by gift, devise or purchase, land, not exceeding in quantity twenty (20) acres, and may erect or build thereon such houses, buildings or other improvements as it may deem neces- sary for the convenience and comfort of such congregation, church or society, and may lay out and maintain thereon a burying-ground ; Provided, That only ten acres of such land shall be exempt from assessment for taxation, and that all such land in excess of ten acres shall be assessed at the same valuation as if it were not a part of a cemetery ; but no such property shall be used except in the manner expressed in the gift, grant or devise, or if no use or trust is so expressed, except for the benefit of the corporation, church or society for which it was intended. [As amended in 18S9.] 10. Trustees, powers of.— 43- The trustees shall have the care, custody and control of the real and personal property of the corporation, subject to the direction of the congregation, church or society, and may, when directed by the congregation, church, or society, erect house's or buildings and improvements, and repair and alter the same, and may, when so directed, mort- gage, incumber, sell, and convey any real or personal estate of such corporation, and enter into all lawful contracts in the name of and in behalf of such corporation ; Provided, That no mort- 90 Religious Corporations. gage, incumbrance, sale or conveyance shall be made of any such estate, so as to defeat or destroy the effect of any gift, grant, devise or bequest which may be made to such corpora- tion ; but all such gifts, grants, devises and bequests shall be ap- propriated and used as directed or intended by the person or persons making the same. 11. Existing societies may incorporate. — 44. Any con- gregation, church or society, heretofore incorporated under the provisions of any law for the incorporation of religious socie- ties, may become incorporated under the provisions of this act, relative to religious societies, in the same manner as if it had not previously been incorporated, in which case the new corpo- ration shall be entitled (to) and invested with all the real and personal estate of the old corporation, in like manner and to the same extent as the old corporation, subject to all the debts, con- tracts, and liabilities. The word trustees, wherever used in this act, shall be construed to include wardens and vestrymen, or such other officers as perform the duties of trustees. 12. Camp meeting grounds may be acquired. — 45- Any congregation, church or society, incorporated luider this act, may receive, by grant, devise or bequest, real estate, not exceeding forty acres, for the purpose of holding camp meet- ings, and may put such improvements thereon as they may deem for their comfort and convenience. The title to such real estate shall be in such corporation, subject to like conditions as are provided in this act in regard to other real estate held by such corporation. 13. Books, etc., right to publish.— 46. The trustees, or any other persons designated by such congregation, church or society incorporated under this act, shall have power to pub- lish, print, circulate, sell or give away such religious, Sabbath- school and missionary tracts, periodicals or books as they may deem necessary to the promotion of religion and morality. 14. Property, right to limit amount reserved.— 47- This act is subject to any limitation or modification which may be hereafter enacted by general law, as to the amount of real estate and personal property to be held by the corporations respectively provided for herein for religious purposes. 15. New corporations to be formed only under this act. — 48. No corporation, association or society for any Illinois. 91 purpose authorized by this act shall be formed under any other act. 16. Existing corporations not affected by repeal. — 49. All acts or parts of acts in conflict with the provisions of this act are hereby repealed ; Provided, That the repeal of said acts shall not affect any corporations existing under any such acts, or any rights or liabilities that may have accrued when this act shall take effect ; but such rights and liabilities shall remain as though this act had not been passed. Particular Denominations. 17. The following acts have not been repealed by title and name: Catholic Church Act, Laws, 1845, p. 321. Catholic Church Act, Laws, 1869, p. 67. Protestant Episcopal Churches, Laws, 1853, p. 482. See, however. Sec. 48, p. 88. By Act of March 5, 1895, bishops, overseers, and presiding elders of any church may become corporations sole. INDIAN TERRITORY. There are no local laws for the organization and govern- ment of corporations in this Territory as a whole. The sev- eral Indian Nations have tribal laws for the organization of corporations, but not for their government. For United States Laws, see Arizona, p. 5. INDIANA. CONSTITUTION. Article XI. [In effect, Nov. i, 185 1.] 1. General laws to be passed. — 13. Corporations, other than banking, shall not be created by special act, but may- be formed under general laws. STATUTES, 1894. Chap. XXI. Corporations Generally. 2. Order of court as evidence. — 3423. When the steps necessary to an organization of a corporation, municipal or pri- vate, under any general law, have been completed, a statement thereof may be filed in the office of the clerk of the circuit court of the proper county ; and such court, at its next term thereafter, shall, on proof of such organization, cause to be entered of record, in the order book, an order declaring the existence of such corporation; and such order shall be conclu- sive as to the fact of such existence at the date which such court may fix in such order. [In force. May 6, 1853.] 3. Articles to be filed with secretary of state. — 3424- That all persons, companies, corporations and associations hereafter desiring to incorporate under the laws of the State of Indiana, and who are not now required by law to do so, shall be and are hereby required to file with the secretary of State certified copies or duplicates of their articles of incorporation or association, and no such corporation or association shall be deemed and held to be legally incorporated until the provi- sions of this act shall have been complied with. [In force, Mar. 9, 1891.] 4. To continue after dissolution.*— 3429- All corpora- tions whose charters shall expire by limitation, forfeiture, or * See No 54, Sec. 5029, p. 103. (92) Indiana. 93 otherwise, shall, nevertheless, be continued bodies corporate for three years after the time they would have been so dis- solved, for the purpose of prosecuting and defending suits to which they are a party, and to enable them to settle, dispose of, and convey their property, and divide the capital stock, but not to continue the business for which such corporations were established. [In force, May 6, 1853.] Chap. XXVI. Corporations — Associations. Art. IX. Voluntary. [Statutes, 1 88 1, p. 712.] 5. How incorporated. Articles. — 4583. That any num- ber of persons may voluntarily associate themselves by written articles, to be signed by each person who may be a member at the time of organization, specifying the objects of the same, the corporate name they may adopt to designate such objects pursu- ant to this act, the naine and place of residence of each member or stockholder, with an impression and description of the corpo- rate seal, and in what manner persons shall be appointed or elected to manage the business and prudential concerns of any such association that may have been or shall hereafter be formed for either of the following purposes : . . . . 5 To organize churches, conferences, and religious societies 6. Articles, where filed. Evidence. — 4584. Every svich association shall file their articles in the recorder's office of the cotmty in which such associations may be formed, and upon the expense of filing and recording being paid, the re- corder shall record the same in the miscellaneous book of rec- ords in his office, and such record, or a certified copy thereof, shall be conclusive evidence of the matters and things therein recited. 7. Powers. — 4585. Every such corporation shall, from the time such record is filed in the proper recorder's office, be deemed and held to be a corporation, and shall have and pos- sess all the rights, powers, and privileges given to corporations by common law; to sue and be sued; to borrow money, and secure the payment of the same by notes and mortgages, bonds or deeds of trust upon their personal and real property; and to rent, lease, purchase, hold, sell, and convey such real and personal property as may be necessary and proper for the 94 Religious Corporations. purpose of erecting buildings, and for other proper objects of any such corporation, 8. Officers and agents. By-laws. Records.— 4587- Every such corporation shall elect such officers or agents as may be necessary to carry into operation the objects of its organization. It may prescribe and adopt rules and regula- tions for the direction of its officers and members; and such corporation shall keep a fair record of its proceedings and ac- counts in proper books, and such records, or copies thereof duly attested by the secretary or clerk under its corporate seal, may be given and read in evidence in any court in this State. 9. Property, how acquired.— 4588. Any property, real or personal, may be bequeathed, devised or given to any such corporation by will ; and in such cases it shall be sufficient if the corporate name be used, or the purpose so described as not to admit of a reasonable doubt for what corporation or purpose the same was intended to be devised or given. 10. Existing corporations affected. — 4589. All volun- tary associations now existing, organized under former laws, shall continue to exist and operate under the provisions of this act. Chap. XXXI. Corporations — Churches. Art. I. By Union. [Statutes, 1858, p. 29.] 11. Union, how effected. — 4709- When the members of two or more churches desire to form a union and assume a new name, they are hereby authorized so to do, by each church appointing three of its members as trustees, who shall, within twenty days after their appointment, meet at a time and place agreed upon, and regularly organize by appointing one of their number chairman and another secretary of their meeting; and when so organi=zed, they shall agree upon the name that the united churches shall thereafter assume. 12. Certificate to be filed. — 4710- The secretary shall record the proceedings of said meeting in a record to be kept for that purpose, and shall, within ten days thereafter, deposit in the recorder's office of the county where said church shall hold its place of worship, a certificate setting forth the names of the old churches that have united, the name of the new Indiana. 95 church, and the names of the trustees thereof; and the recorder shall record the same among the records of deeds in his office. 13. Trustees a corporation. Name. Powers. — 47 n. Said trustees, so appointed, shall be the trustees of said new church until their successors shall be duly elected and quali- fied, and shall be deemed a body politic and corporate by the name and style of the " Trustees of ;" and by that name shall have power to contract and be contracted with, sue and be sued, and receive and dispose of real and personal estate for the sole use and benefit of said new church, in like manner and with like effect as other persons or corporations. 14. Property conveyed to new corporation.— 4712. After said certificate is recorded in the recorder's office, as pro- vided in section 2 of this act (section 4710), it shall be lawful for the trustees of said churches that have united, to convey, by deed, to the trustees of the new church and their successors in office, all lands belonging to said old churches (which deeds shall be recorded in the recorder's office where such lands are situate), and also to deliver to said trustees of said new church all articles of personal property belonging to said old churches. A list of the articles of personal property so delivered shall be recorded by the secretary of said new church in the church record as aforesaid; which articles of personal property and real estate shall be held by said trustees of the new church and their successors in office, for the use and benefit of said new church. 15. Powers and liabilities vested in new corporation. — 4713. So soon as the trustees of said old churches shall have made said conveyance of lands and delivery of personal prop- erty, as aforesaid, to said trustees of the new church, said old churches, from and after that time, shall cease to exist, and all rights, powers, privileges, and liabilities belonging thereto, shall, from and after that time, vest in and attach to the new church, so organized as aforesaid, with full power to the trus- tees thereof to sue and be sued, the same as the trustees of the old churches could before they ceased to exist. 16. By-laws. — 4714. Such new church, when organized as aforesaid, shall have full power to establish all necessary by-laws and make all needful regulations to carry out the ob- jects of its organization. g6 Religious Corporations. 17. OflBcers. — 4715. — Such new church may appoint or elect a treasurer and such other officers as it may see fit, to carry on its organization. Incorporation of Synods, etc. 18. How effected. — 4716. That any number of churches or religious societies of the same denomination may unite to- gether as a presbytery, synod, conference, association, conven- tion, camp-meeting, assembly, or the chief judicatory of any religious denomination in the State of Indiana, for the purpose of incorporation by the adoption of a corporate name and the selection of trustees, by complying with the provisions of this act. 19. Notice of purpose. — 4717. The moderator, chair- man, presiding officer, stated clerk or secretary of the body desiring to incorporate under the provisions of this act, shall give notice for three weeks successively by publication in some weekly newspaper of general circulation in the county where the meeting will be held, of the time and place of such meeting, and the last notice must be published at least ten days before the time of meeting for the purpose of incorporation, as afore- said. 20. Notice, contents of. — 4718. The notice shall give the name of the organization, and the time and place of meet- ing, and the object of the same, for the purpose of incorpora- tion, and selecting trustees, and adopting a corporate name, and the notice shall be signed by the officer or persons calling for the organization or incorporation. 21. Notice, how given. — 4719. When there is not already an organization existing within the purview of this act, any three members of any church or society contemplating such or- ganization and incorporation may give the notice as required in sections 2 and 3 of this act. * 22. Name, adoption of. Trustees to be elected. — 4720. At the time and place as specified in the notice, the re- ligious body or society or organization shall declare and adopt a corporate name, by which it shall be permitted to sue and be sued, contract and be contracted with, and then proceed to elect a board of trustees, consisting of not less than three nor more than five members or persons, to be selected as the organization * See Nos. 19 and 20, Sections 4717 and 4718, p. 96. Indiana. 97 may determine. The trustees so selected shall hold their office for five years, and until their successors are elected, as specified in this act. 23. Vacancies, how filled. Term of service.— 4721. Whenever a majority of the elected trustees have died, resigned or their place becomes vacant for any cause, then a new notice must be given, and an election held for a new board of trustees as in the first incorporation, provided in this act, that the public may know who the trustees are, and so long as a majority of the board of trustees remain they shall continue in office five years, and until their successors are elected. 24. Record, contents of.— 4722. The rehgious society or body incorporating under this act shall make a record of their proceedings, setting out the notice given and the affidavit of the publisher of the paper in which the notice of the meeting was published, showing when and how the notice Was given. The record shall set out the full names of the trustees, and the cor- porate name adopted, and the same shall be entered on the minutes in full, together with the certificate of filing by the sec- retary of state, as provided in the following section. 25. Certified copy of record. Filing. Fee. — 4723. A verified copy of the proceedings, duly signed by the moderator, chairman or presiding officer, and attested by the stated clerk or secretary, shall be forwarded at once to the secretary of state, who shall file the same in his office when presented, and care- fully preserve the same, and shall forthwith certify back to the organization, under his hand and seal of his office, the day and hour when the certified copy of the incorporation was filed in his office. This certificate shall also be spread of record on the minutes of the society or organization. The secretary of state shall prepare, and keep solely for the purpose, a record of the incorporation of religious bodies, where he shall record at length the certified copies sent to and filed with him, together with the date of filing, as provided in this section. The secre- tary of state shall be entitled to a fee of three dollars for record- ing, certifying and filing the papers aforesaid, to be paid when the papers are filed, and from the time of filing such copy with the secretary of state the incorporation of the religious society or organization shall be complete. 26. Certified copy. Evidence, — 4724. A certified copy of the proceedings, signed by the moderator or presiding officer 98 Religious Corporations. of the incorporated body and attested by the stated clerk or sec- retary of the same, or a certified copy of the record from the secretary of state, shall \yQ prima facie evidence of the incorpo- ration of any religious organization named in this act in any of the courts of this State. 27. Powers. — 4725. Every such organization provided for in this act, when incorporated as herein provided, shall be deemed and held to be a corporation, and shall have and possess the powers, rights, privileges and franchises given to corporations, and their trustees and successors in pffice shall constitute a body politic and corporate under the name adopted in their proceedings, and every such religious organization shall have power to acquire by purchase, donation, devise, gift, sub- scription or otherwise such real estate or personal property as is now possessed by other corporations under the laws of the State of Indiana, subject to the rights of the Legislature at all times to restrict the powers of the corporation or to amend the laws governing the same. 28. Record, where to be filed. — 4726. In the county where any real estate is situated owned by such incorporated body, a certified copy of the record referred to, in sections 5 and 6 of this act,* from the minutes of the organization, signed by the moderator or presiding of^cer and attested by the stated clerk or secretary of the body, must be filed in the recorder's office of the county and recorded in the miscellaneous record of that office and properly indexed therein, and the recorder, on the margin of such record where the same is recorded, shall refer to the book and page of all deeds or transfers by or to the society or organization, and on the margin of each deed by or to the said society or religious organization, as aforesaid, where the same is recorded. The recorder shall refer to the miscel- laneous record by book and page where the certified copy of the incorporation is recorded ; and the recorder shall be entitled to one dollar for recording the certified copy of incorporation, and the sum of one dollar for each deed recorded, and twenty- five cents for indexing and marginal references as herein pro- vided. 29. By-laws. — 4727. Such religious organization, when duly incorporated under this act, may establish such rules and by-laws as may be necessary or proper for its government, and * See Nos. 24 and 25, Sections 4722 and 4723, p. 97. Indiana. gg may determine how many members shall constitute a quorum, and provide for filling vacancies in the board of trustees, and the number of the same, and whenever the time arrives that a majority of the board of trustees elected have died or resigned, or their places become vacant for any cause, then an election shall be had, as provided in sections 5 and 6 of this act*, for an entire new board of trustees. 30. Property, sale of. — 4728. Such religious organiza- tion, when duly incorporated as provided in this act, may, at any regular or called meeting, by a majority vote, direct the trustees as to the sale or transfer of any real or personal prop- erty, and in any deed or transfer by said trustees shall refer to the date, book and page where such was taken, and no deed or transfer shall be valid unless approved by the moderator or presiding officer of such regular or called meeting, indorsed on said deed, and shall be recorded therewith. Art. III. Educational and Benevolent Societies. [Statutes, 1873, p. 188.] 31. Trustees to be incorporated by election. — 4742. The members of any church or religious society of any denomi- nation whatever, may, after giving ten days' notice by posting up written or printed notices in three public places in the vicinity of the place where such church or society usually meet for worship, specifying the time and place of such election or appointment, at any regular or called meeting of such church or society, elect or appoint according to the usages or customs of such society, not less than three nor more than nine trus- tees, who shall be a body politic and corporate, by such name as such society may elect and designate, for any educational, benevolent, or charitable purpose. 32. Certificate of election must be recorded. Limit on real estate. — 4743- The clerk of such society shall issue to such trustees a certificate setting forth that they have been elected or appointed for such purpose ; which certificate shall, within twenty days from its date, be recorded among the miscellaneous records of the county in which such election or appointment is made, and from the date of such recording said trustees shall be deemed a body politic and corporate, by such name as may have been designated by such society, and, as * See Nos. 22 and 23, Sections 4720 and 4721, pp. 96, 97. loo Religious Corporations. such, may sue and be sued, contract and be contracted with; and shall have authority to receive conveyances of lands, not exceeding twenty acres, by purchase, devise, or gift, and hold the same to them and their successors in perpetuity, for the sole and exclusive uses and purposes of carrying out the objects of such corporate body. 33. Limit upon personal property. — 4744- Such cor- poration shall have power and authority to acquire and possess, for the uses and purposes, and furtherance of the objects of the same, moneys and personal property, by bequest, donation, or otherwise, to any amount not exceeding one hundred thousand dollars, and may appropriate the same and the income or inter- est thereof, and all other funds in their hands, for the purposes designated by such society, not inconsistent with their trust, nor inconsistent with the conditions of any devise, bequest, or donation made to them. 34. Trustees, power to sell or loan.— 4745- Such trus- tees are empowered to sell, loan, or otherwise dispose of their corporate property, but not in any manner inconsistent with the duties or objects of their trust. 35. Seal. — 4746. Such trustees shall procure a corporate seal. 36. OflBcers and record. — 4747. Such trustees shall, at their first meeting, elect one of their number president, an- other secretary, and another treasurer, and shall procure a well- bound book of not less than three hundred pages, in which shall be kept accurate minutes of their proceedings. 37. Trustees, terms of service. Vacancies. — 4748. — Such church or religious society shall, at the time of election or appointment of such trustees, elect or appoint one of them to serve for one year, one of them for two years, and the other for three years from the date of their appointment. And said society shall, each year, elect or appoint a trustee to succeed the one whose term expires, and may also at any regular meet- ing of such society, elect or appoint a trustee to fill any vacancy that may occur in said board of trustees, by death, resignation or otherwise. 38. Trustees may hold over. — 4749- Should there be, from any cause, a failure to elect or appoint a new trustee as Indiana. ioi required, those in office shall continue to hold until successors are properly elected or appointed. 39. Treasurer, bond of. — 4750. The treasurer of such board of trustees shall give bond with freehold surety to be approved by the president of the board payable to the State of Indiana in a sum not less than double the amount of moneys at any time in his hands, conditioned for the faithful and honest discharge of the duties of his trust; and in case of breach of bond, any member of the society electing or appointing such trustees may maintain an action upon said bond as relator, the money recovered thereon to be paid to such corporate body. 40. By-laws, trustees may make. — 4751. Such board of trustees is empowered to make such by-laws and rules as are necessary to carry out the objects of the trust. Chap. XXXVII. Corporations — Lodges and Societies. Art. I. Generally. [Revised Statutes, 1852.] 41. May hold lands. Limit. Trustees to be elected. — 5016. Any persons, congregation, society, church, or any lodge of Freemasons, or Odd Fellows (whether chapter, en- campment or subordinate) and any temple or division of the Sons or Daughters of Temperance, and any other voluntary association for religious, educational, scientific or benevolent purposes, may take, by purchase, grant or devise, lots or tracts of land, not exceeding one hundred and sixty acres, upon which to erect buildings for religious worship, or for such other pur- poses as will best attain the objects of said several organiza- tions; and for that purpose may elect not less than three nor more than five trustees, who shall possess the powers and per- form the duties herein named.* 42. Society defined. — 5017. The word "society" in this act shall be deemed to include churches, associations, con- gregations, lodges, divisions and all other orders enumerated in the preceding section. 43. Trustees, notice and place of election. — 5018. Notice of election for trustees shall be given at least ten days previous thereto, by publication in a newspaper of the county, * See No 31, Sec. 4742, p. 99. I02 Religious Corporations. if any, otherwise by posting such notice in three public places in the proper township, one of which shall be at the place of the proposed election. Such notice shall state the time, place and object of such election ; and the same shall be held at the usual place of worship or meeting of such society, if any there be. 44. Clerk, poll-list, and certificate. — 5019. Such so- ciety, at the first and every subsequent election, shall appoint a clerk thereof, who shall take, count and make a poll-list of the votes given for trustees; and, within ten days thereafter, shall deposit in the recorder's office of the county where the real estate granted is situate, a certificate setting forth the notice of such election, the time and place where the same was held, the name of the society and persons elected as trustees thereof; and the recorder of such county shall record the same among the records of deeds in his office. 45. Certificate, as evidence. — 5020. As between such society, the trustees thereof, arid all other persons claiming under them, and any person granting real estate thereto, and all persons claiming under him, such certificate shall be conclu- sive evidence of the matters and things therein recited; and as between such society, the trustees thereof, and all persons claiming under them, and all other persons, it shall be pre- sumptive evidence of such matters. 46. Trustees, term of ofiice and removal. — 5021. Such trustees shall severally hold their offices until their successors are duly chosen according to the rules of such society; and any society, by a majority vote, at a meeting of one-third of the resident members thereof (notice being given as aforesaid) may remove such trustees, and elect others in their stead. 47. By-laws. — 5022. Such society, or the trustees there- of, when authorized for that purpose, may establish all neces- sary by-laws to carry out the objects of its organization. 48. Trustees, may be selected by usage.— 5023. Any society may select or appoint trustees according to its common usage or custom, if they desire it ; but a certificate of such selec- tion or appointment, and the record of the same, as in case of their election, shall not be dispensed with. 49. Trustees, a corporation. — 5024. Such trustees shall be deemed a body politic and corporate, under such name and Indiana. 103 style as the society may elect; and, by that name, shall have power to contract, sue, be contracted with, and sued, with like effect as other persons or corporations. 50. Name, how changed. — 5025. Such society may, at any meeting, by giving ten days' notice of the time and purpose thereof, change their corporate name ; but the name chosen by such society shall not be assumed until a record has first been made of the fact in the recorder's office of the proper county. Such change shall not affect the rights or liabilities of the society or of other persons or parties. 51. Lands, how acquired. — 5026. The trustees chosen as herein provided, after record of their election or appointment is made in the recorder's office of the proper county, shall have power and authority, as such trustees, to receive conve3^ances of lands, whether the same be by purchase, gift, or otherwise, and to hold the same to their successors, as such trustees, in per- petuity, for the sole and exclusive benefit of such society and for the uses declared in such conveyance or grant. 52. Personalty, limit of. — 5027. Such trustees and their successors in office may also acquire and possess, for the use of any. such society, personal property not exceeding in value the sum of five thousand dollars; and may appropriate the same, and the income or interest thereof, and all other funds and incomes in their hands as such trustees, for the purposes desig- nated by such society, not inconsistent with the trust. 53. Trustees may dispose of property. — 502S. Such trustees, to more effectually carry out the objects of their trust, may sell, loan, or otherwise dispose of their corporate property; and any conveyance thereof by such trustees, or a majority of them, in behalf of such society, shall vest in the purchaser of the same, all right, title and interest thereto ; but the provisions of this section shall not be construed to affect any gift, bequest, or devise to such society, or to trustees for its use, so as to de- feat the intentions of the grantor, donor, or testator. 54. Dissolution and revival. — 5029. When any society within the meaning of this act shall have been dissolved from any cause, a majority of the persons interested therein may revive the same, within five years after such dissolution, by electing a new board of trustees, and making record of such election in the recorder's office of the proper county, as herein- io4 Religious Corporations. before provided. And whenever, from any cause, any church or religious society, holding and possessing property within the meaning of this act, shall have been dissolved, the annual or quarterly conference, or other ecclesiastical body to which such church or religious society is directly subordinate, shall have power to appoint trustees, in accordance with the customs and usages of said church, to take the charge and control of the property of said church or society until it shall be revived as contemplated by this act. 55. Existing societies affected.— 5030. The provisions of this act shall extend to every society, educational or religious, which, previous to its passage, had acquired land, not exceeding five acres, for the purpose of erecting a house of worship or other appropriate building, upon the condition that the consent of two-thirds of the persons interested in such land be first ob- tained, and the trustees be elected and certified, and such other proceedings had, as hereinbefore directed for the election of trustees. 56. Officers may be trustees. — 5031. The officers of any society, by whatever name such officers may be designated, elected in the manner prescribed by this act, or according to the rules of any such church, society or order, may, whenever the laws or usages of the same require it, perform the duties of trustees, and, in their proper name and title, shall possess all the powers and be subject to the same liabilities as trustees; and the certificate of the election of such officers shall be recorded in the recorder's office of the proper county, as in the case of trustees. 57. When notice of election unnecessary.— Chap. X, Laws of 1895, add to Section 5018 (see No. 43, p. loi), at end: Provided, That at any subsequent election of such trustees no such notice shall be necessary where such lodge or society shall in its rules, by-laws or constitution provide and fix the time and place for the election of its trustees. Particular Denominations, Etc. 58. Sections 4729 to 4741 of the Statutes relate to the in- corporation of parishes of the Protestant Episcopal Church. IOWA.* STATUTES, CODE, 1888. Title IX. Of Corporations. [Laws of 1 87 3.] Chap. I. Of Corporations for Pecuniary Profit.! 1. Who may incorporate.— f 05 8. Any number of per- sons may associate themselves and become incorporated for the transaction of any lawful business, including the establishment of ferries, the construction, ownership, operation and maintenance of canals, railways, bridges, or other works of internal improve- ment ; and the purchase, ownership, operation and maintenance of any railroad sold or transferred under power of sale or fore- closure of any mortgage or deed of trust, but such incorpora- tion confers no power or privilege not possessed by natural per- sons, except as hereinafter provided. 2. Powers. — 1059. Among the powers of such body cor- porate are the following: 1. To have perpetual succession; 2. To sue and be sued by its corporate name; 3. To have a common seal, which it may alter at pleasure; 4. To render the interests of the stockholders transferable; 5. To exempt the private property of its members from liability for corporate debts, except as herein otherwise de- clared ; 6. To make contracts, acquire and transfer property, pos- sessing the same powers in such respects as private individuals now enjoy; 7. To establish by-laws, and make all rules and regulations deemed expedient for the management of their affairs in accord- ance with law. * Article VIII of the Constitution, empowering the General Assembly to provide by general laws for the organization of all corporations, has been judicially declared to refer exclusively to corporations for pecuniary profit. t See requirement of No. 12, Section 1091, p. 107. (105) io6 Religious Corporations. 3. Articles and Certificate. — 1060. Previous to com- mencing' any business, except that of their own organization, they must adopt articles of incorporation, which must be signed and acknowledged by the incorporators, and recorded in the office of the recorder of deeds of the county where the princi- pal place of business is to be, in a book kept therefor; the recorder must record such articles as aforesaid, within five days after the same are filed in his office, and certify thereon the time the same was filed in his office, and the book and page where the record thereof will be found. The said articles and certificate of recorder shall be then recorded in the office of the secretary of State, in a book kept for that purpose. 4. Notice to be published. — 1062. A notice must also be published, for four weeks in succession in some newspaper as convenient as practicable to the principal place of business.* 5. Notice, contents of. — 1063. Such notice must con- tain: 1. The name of the corporation and its principal place of transacting business ; 2. The general nature of the business to be transacted ; 3. The amount of capital stock authorized, and the times and conditions on which it is to be paid in ; 4. The time of the commencement and termination of the corporation ; 5. By what officers or persons the affairs of the corporation are to be conducted, and the times at which they will be elected ; 6. The highest amount of indebtedness to which the cor- poration is at any time to subject itself; 7. Whether private property is to be exempt from corpo- rate debts. 6, When to commence business. — 1064. The corpora- tion may commence business as soon as the articles are filed in the office of the recorder of deeds, and their doings shall be valid if the publication in a newspaper is made, and articles recorded in the office of the secretary of State within three months from such filing in the recorder's office. 7. Articles, how amended. — 1065. That any of the pro- visions of the articles of incorporation may be changed at any annual meeting of the stockholders or special meeting called for that purpose ; but said changes shall not be valid unless * See No. 13, Section 1092, p. ic8. Iowa. 107 recorded and published as the original articles are required to be ; and said changes in the articles need only be signed and acknowledged by the officers of said corporation. 8. Dissolution prior to date in articles. — 1066. No corporation can be dissolved prior to the period fixed in the articles of incorporation, except by unanimous consent, unless a different rule has been adopted in their articles. 9. Notice of dissolution. — 1067. The same period of newspaper publication must precede any such premature disso- lution of a corporation as is required at its creation.* 10. Dissolved corporations to continue for settle- ment.— 1080. Corporations, whose charters expire by their own limitation, or the voluntary act of the stockholders, may, nevertheless, continue to act for the purpose of winding up their concerns. 11. Charters, etc., subject to alteration. — 1090. The articles of incorporation, by-laws, rules and regulations of cor- porations hereafter organized under the provisions of this title, or whose organization may be adopted or amended hereunder, shall, at all times, be subject to legislative control, and may be, at any time, altered, abridged, or set aside by law, and every franchise obtained, used or enjoyed by such corporation, may be regulated, withheld, or be subject to conditions imposed upon the enjoyment thereof, whenever the General Assembly shall deem necessary for the public good. Chap. II. Of Corporations Other Than Those for Pecuniary Profit. 12. How incorporated. Duration.! — 1091- Associations for the establishment of seminaries of learning, churches, lyceums, libraries, lodges of odd fellows, or masons, and other institutions of a benevolent or charitable character .... may become incorporated in the manner directed in the preceding chapter,! so far as applicable, and shall thereby become vested with all the powers and privileges, and subject to all the liabili- ties provided by that chapter, except as herein modified. Cor- porations organized under this chapter shall endure for the * See No. 13, Section 1092, p. 108. t Sections 1066 and 1067 provide for the dissolution of corporations for profit. It is an open question whether these sections apply to corporations not for profit. X See p. 105. io8 Religious Corporations. period of fifty years from and after their organization unless sooner dissolved by a vote of three-fourths of all the members thereof, or by operation of law, and all corporations heretofore organized hereunder shall be extended for a like period unless sooner dissolved in like manner. [As amended, Apr. 3, 1888.] 13. Articles to be recorded. — 1092. Their articles of in- corporation shall be recorded by the recorder of deeds of the county where the principal place of business is kept only ; but a newspaper publication is not requisite. Chap. XL. Laws of 1874. [Amendment to Chap. II, Title IX, Laws, 1873.] 14. Change of name. Amending articles. — i. Any corporation other than those for pecuniary profit may change the corporate name thereof, or amend the articles of incorpora- tion or the original certificate thereto, by a vote of the majority of the members or stockholders of the said corporation in such manner as may be provided by the articles of incorporation thereof. 15. Changes, how effected. — 2. In case of the body cor- porate consisting of the trustees, directors, or managers of any benevolent, charitable, literary, scientific, religious, or mis- sionary institution under the patronage of any synod, confer- ence, association, or other ecclesiastical body in the State, or two or more of them, said amendment or change may originate with either of the said trustees, directors, or managers, or with either of the said patronizing bodies, but such change or amend- ment shall not be made without the vote of a majority of each of said trustees, directors, or managers, and of each of the said patronizing bodies, legally expressed and certified thereto by the secretary, clerk, or recording officer of such board of trustees, directors, or managers and of each of the patronizing bodies. 16. Changes, record of. — 3. The change or amendment of the articles of incorporation shall be recorded by the recorder of deeds as the original articles of incorporation are required to be, and the recorder shall make upon the margin of such record a reference to the book and page of the record of such original articles of incorporation ; and from and after the date of such recording such change or amendment, shall be in full force and effect as the original articles of incorporation so amended. Iowa. 109 17. Changes, do not affect powers or liabilities. — 4. The corporation by its new name or with such amended articles of incorporation or certificate shall be entitled to all the rights, powers, immunities, and franchises that it possessed before such change or amendment and shall be liable upon all contracts, obligations, liabilities entered into, incurred, or binding on such corporation by or under the old name or articles of incorpora- tion to the same extent and manner as though no such change or amendment had been made. Charitable, Scientific and Religious Associations. 18. How incorporated. — 1095. Any three or more per- sons of full age, citizens of the United States, a majority of whom shall be citizens of this State, who desire to associate themselves for benevolent, charitable, scientific, religious or missionary purposes, may make, sign, and acknowledge before any officer authorized to take the acknowledgments of deeds in this State, and have recorded in the office of the recorder of the county in which the business of such society is to be con- ducted, a certificate in writing, in which shall be stated the name or title by which such society shall be known, the par- ticular business and objects of such society, the number of trus- tees, directors or managers to conduct the same, and name of the trustees, directors or managers of such society for the first year of its existence. 19. Certificate to be filed. Powers. — 1096. Upon filing for record the certificate as aforesaid, the persons who shall have signed and acknowledged such certificate, and their asso- ciates and successors, shall, by virtue hereof, be a body politic and corporate by the name stated in such certificate, and, by that, they and their successors shall and may have succession, and shall be persons capable of suing and being sued, and may have and use a common seal, which they may alter or change at pleasure ; and they and their successors by their corporate names, shall be capable of taking, receiving, purchasing, and holding real and personal estate ; and of making by-law!s for the management of its affairs, not inconsistent with law. 20. Trustees to be elected. Quorum. Ecclesiastical body may elect. — 1097. The society so incorporated may, an- nually, or of tener, elect from its members its trustees, directors or managers at such time and place, and in such manner as may no Religious Corporations. be specified in its by-laws, who shall have the control and man- agement of the affairs and funds of the society, a majority of whom shall be a quorum for the transaction of business; and whenever any vacancy shall happen among such trustees, direc- tors or managers, by death, resignation or neglect to serve, such vacancy shall be filled in such manner as shall be provided by the by-laws of such society When the body corporate consists of the trustees, directors or managers of any benevo- lent, charitable, literary, scientific, religious, or missionary in- stitution, which is or may be established in this State, and which is or may be under the patronage, control, direction, or super- vision of any synod, conference, association, or other ecclesias- tical body in such State, established agreeably to the laws thereof, such ecclesiastical body may nominate and appoint such trustees, directors or managers, according to the usages of the appointing body, and may fill any vacancy which may occur among such trustees, directors, or managers; and when any such institution may be under the patronage, control, direction, or supervision of two or more such synods, conferences, asso- ciations, or other ecclesiastical bodies, such bodies may severally nominate and appoint such proportion of such trustees, direc- tors or managers as shall be agreed upon by those bodies imme- diately concerned. And any vacancy occurring among such appointees last named, shall be filled by the synod, conference, association, or body having appointed the last incumbent. 21. Trustees, failure to elect does not dissolve. — 1099. In case an election of trustees, directors, or managers shall not be made on the day designated by the by-laws, said society for that cause shall not be dissolved, but such election may take place on any other day directed by such by-laws. 22. Name of existing corporation must not be used. — 1 100. The provisions of this chapter shall not extend or apply to any association or individual who shall, in the certifi- cate filed with the recorder, use or specify a name or style the same as that of any previously existing incorporated society in the county. 23. Property by bequest. Limit. — noi. Any corpo- ration formed under this chapter shall be capable of taking, holding, or receiving property by virtue of any devise or be- quest contained in any last will or testament of any person what- soever ; but no person leaving a wife, child or parent, shall TOWA. Ill devise or bequeath to such institiition or corporation more than one-fourth of his estate after the payment of his debts, and such devise or bequest shall be valid only to the extent of such one-fourth. 24. Existing corporations may reincorporate. — 1102. The trustees, directors, or stockholders of any existing benevo- lent, charitable, scientific, missionary, or religious corporation, may, by conforming to the requirements of section ten hundred and ninety-five of this chapter, reincorporate themselves, or continue the existing corporate powers, and all the property and effects of such existing corporation shall vest in and belong to the corporation so reincorporated or continued. Title XIII. Of Rights of Property. Chap. III. Perpetuities and Land in Mortmain. 25. Church organizations may lease granted prop- erty.— 1 9 2 1 . Church organizations occupying property granted to them by the Territory or the State of Iowa, may lease the same for business purposes, and occupy other property with their church edifice ; Provided, That all of the income derived from such leased property shall be devoted to maintaining the religious exercises and ordinances of the church to which the grant was originally made, and to no other purpose; and such church and its affairs shall remain in the control of a board of trustees, regularly chosen in accordance with its charter; but property so leased, shall, in all cases, be subject to taxation the same as property of individuals. KANSAS. CONSTITUTION. Article XII. [In effect, Jan. 29, 1861.] 1 . General laws to be adopted. — i . The Legislature shall pass no special act conferring corporate powers. Corporations may be created under general laws ; but all such laws may be amended or repealed. 2. No individual liability. — 2. Dues from corporations shall be secured by individual liability ; . . . . but such indi- vidual liabilities shall not apply to ... . corporations for re- ligious or charitable purposes. 3. Title vests in trustees. — 3. The title to all property of religious corporations shall vest in trustees, whose election shall be by the members of such corporations. STATUTE3S, 1889. Chap. XXIII. Corporations. [In effect, Oct. 31, 186S.] Art. I. Preliminary Provisions. 4. Private corporations defined. — 1154. Private cor- porations are of three kinds : First, Corporations for religion. Second, Corporations for charity or benevolence; and, Third, Corporations for profit. Art. 2. Creation of Corporations. 5. How incorporated. Members must vote. — 1155. Private corporations may be created by the voluntary associa- tion of five or more persons for the purposes and in the manner mentioned in the following sections of this article and amend- ments thereof. Every member or stockholder in said corpora- tion shall vote in person or by proxy. (112) Kansas. 113 6. Purposes. — 1 156. The purposes for which private cor- porations may be formed are : 1. The support of public worship. 2. The support of any benevolent, charitable, educational or missionary undertaking 7. Charter, contents of. — 1161. A charter must be pre- pared setting forth : First. The name of the corporation. Sec- ond. The purposes for which it is formed. Third. The place or places where its business is to be transacted. Fourth. The term for which it is to exist. Fiftli. The number of its directors or trustees, and the names and residences of those who are ap- pointed for the first year. 8. Name. Amendments to charter. — 1162. The cor- porate name of every corporation hereafter organized (except banks and corporations not for pecuniary profit) shall com- mence with the word " the " and end with the word " corpora- tion," "company," "association," or " society," and shall indi- cate by its corporate name the business to be carried on by said corporation; and any corporation organized or existing under the provisions of this act may, within the limits of this act, amend its charter in any of the parts thereof; but in any such case such charter shall be so amended only when authorized by a two-thirds vote of the stockholders of such corporation at a meeting held in conformity with the by-laws thereof; and as so amended, such charter shall be subscribed by the directors or trustees thereof, and acknowledged by not less than three thereof, -who shall be citizens of this State, before an officer duly authorized to take acknowledgments of deeds, and there- upon filed and recorded in the same manner and with like effect as now provided in cases of original charters under provisions of this act. 9. Charter, to be subscribed and acknowledged. — 1 1 64. The charter of an intended corporation must be sub- scribed by five or more persons, three of whom, at least, must be citizens of this State, and must be acknowledged by them, before an officer duly authorized to take acknowledgments of deeds. 10. Charter, to be filed. Copy to be evidence. — 1165. Such charter shall thereupon be filed in the office of the secre- tary of vState, who shall record the same at length in a book to be kept for that purpose, and retain the original on file in his 1 14 Religious Corporations. office. A copy of the charter, or of the record thereof duly certified by the secretary of State, under the great seal of the State, shall be evidence of the creation of the corporation. 11. Date of corporate life. — 1166. The existence of the corporation shall date from the time of filing the charter, and the certificate of the secretary of State shall be evidence of the time of such filing. Art. 3. Powers and Duties of Corporations. 12. Powers. — 1167. Every corporation, as such, has power : 1. To have succession by its corporate name, for the period limited in its charter, and when no period is limited, for twenty years. 2. To maintain and defend judicial proceedings. 3. To make and use a common seal, and alter the same at pleasure. 4. To hold, purchase, mortgage or otherwise convey such real and personal estate as the purposes of the corporation shall require, and also to take, hold and convey such other property, real, personal or mixed, as shall be requisite for such corpora- tion to acquire, in order to obtain or secure the payment of any indebtedness or liability due to or belonging to the corporation. 5. To appoint and remove such subordinate officers and agents as the business of the corporation shall require, and to allow them a suitable compensation. 6. To make by-laws, not inconsistent with existing laws, for the management of its property, the regulation of its affairs, and for the transfer of its stock. 7. To enter into any obligation or contract essential to the transaction of its ordinary affairs. 8. To increase or diminish by a vote of its stockholders, cast as its by-laws may direct, the number of its directors or trustees,* to be not less than three nor more than twenty- four, and may, in like manner, change its corporate name, without in any wise affecting its rights, privileges or liabilities. [As amended, 1872.] 13. Rights saved as against repeal.— 1 168. That all acts performed, and rights acquired and obhgations incurred by corporations, under the authority of said section eleven of the act to which this is amendatory, are hereby saved to and * See No. 14, Section 1169, and No. 19, Section 11 77, pp. 115, 116. Kansas. 115 against such corporation, notwithstanding the repeal of said section eleven. [In effect Mar. 21, 1872.] 14. Change of name or number of directors, when vahd. — 1 169. Such change of name, or number of directors or trustees, shall take effect and be in force from the date at which the president or secretary of the corporation shall file with the secretary of State an affidavit, setting forth the name adopted, or the number of directors or trustees fixed, together with the date at which such change in name or number of direc- tors or trustees was voted by the stockholders of such corpora- tion. 15. Change of name to be published. — 1170. When the name of a corporation shall have been changed, as provided in this article, notice of such change shall be immediately there- after published by the president or other chief officer of the corporation, for six successive weeks, in some newspaper printed and published in the county in which the principal office of the corporation is located, and if there be no newspaper printed and published in such county, then in some newspaper having a gen- eral circulation therein. 16. Quorum. Vacancies. Annual elections. — 1174. A majority of the directors or trustees shall constitute a quo- rum, and be competent to fill vacancies in the board and to transact all business of the corporation. An annual election shall be held for directors or trustees, at such time and place as the by-laws of the corporation may require. 17. Officers, oath of office. — 1175. The directors or trustees shall choose one of their number president, and shall appoint a secretary and treasurer of the corporation. The direc- tors or trustees, before entering upon their duties, shall each take an oath or affirmation faithfully to discharge the duties of his office. 18. By-laws, how adopted and changed.— 1 176. The directors or trustees may adopt by-laws for the govern- ment of the corporation;* but such by-laws may be altered, changed or amended by a vote of the stockholders, at an elec- tion to be ordered for that purpose by the directors or trustees, on the written application of a majority of the stockholders or members. * See in connection with religrious corporations, No. 33, Section 1410, p. 119. ii6 Religious Corporations. 19. Directors, increase in number. — 1177. All corpo- rations heretofore created and now in existence under any law in (of) this State, are hereby authorized to increase the number of directors or trustees of any such corporation. 20. Failure to elect does not dissolve. — 1178. Incase it should happen that an election for directors or trustees should not be held on the day appointed by the by-laws of any cor- poration formed under the provisions of this act, such corpora- tion shall not, for that reason, be deemed to be dissolved, but it shall be lawful on any other day to hold a meeting and elect its directors or trustees in such manner as shall be prescribed by the by-laws thereof. 21. Religious corporations, powers of trustees. — 1 179. The secular affairs of a religious corporation shall be under the control of a board of trustees, to be elected by the members of such corporation, and the title to all property of any such cor- poration shall vest in such trustees. 22. Duration, how extended. — 1182. The duration of any corporation may be continued, and its corporate existence extended, under and subject to the general laws of this State, for successive periods of twenty years, or for such length of time as may be stated in its certificate therefor, by the filing with the secretary of State, at any time, a certificate of its desire and intention to extend its time of existence as aforesaid, signed and duly acknowledged before some proper officer, by the president and secretary of such corporation, after being authorized by its board of directors or its trustees, and approved by two-thirds of its stockholders, in writing, or by a two-thirds vote of its stockholders present at a meeting duly and legally called and held for that purpose; and thereupon, and from the date of the filing of said certificate, the time of the existence of such corporation shall be continued and extended for a further period of twenty years, or for such period as may be set forth in said certificate, with all the powers, rights, and franchises, and subject to all the duties and obligations, of cor- porations of its class by the general laws of this State. Pro- vided, That nothing herein contained shall be held or construed to extend or continue to any corporation organized or existing under any special charter or any general or special law of the territory of Kansas, any special franchise, privilege, immunity, or exemption not possessed by corporations organized under the general law; but by accepting or availing itself of the pro- Kansas. 117 visions of this act, any such corporation shall be deemed and held to waive and surrender any and all such special franchises, privileges, immunities and exemptions. 23. Property, limitation upon use of. — 1183. No cor- poration created under this act shall employ its stock, means, assets, or other property, directly or indirectly, for any other purpose whatever, than to accomplish the legitimate objects of its creation. 24. Debts of members may be recovered. — 1188. All bodies corporate may sue for, recover and receive from their respective members, all arrears or other debts, dues and other demands which now are, or hereafter may be, owing to them, in like mode, manner, and form, as they might sue for, recover and receive the same from any person who might not be one of their body. 25. General office to be within the State. — 1190. Every corporation created by or existing under the laws of this State shall have and keep a general office for the transaction of business, and shall keep such office within this State ; and shall have at least three of its directors citizens and residents of this State At such general office shall be kept the records and books of the corporation Art. 4. Miscellaneous Provisions. 26. Misnomer does not defeat gifts, etc. — 1197. No misnomer of any corporation shall defeat or vitiate any gift, grant, conveyance, devise or bequest to the same; nor shall a change in the name of a corporation prejudice any person not having actual notice thereof. 27. Lands, how conveyed. — 1198. Any corporation may convey lands by deeds, sealed with the common seal of the corporation, and signed by the president, vice-president, pre- siding member or trustee of said corporation; and such deed, when acknowledged by such officer to be the act of the corpo- ration, or proved in the same manner provided for other con- veyances of lands, may be recorded in like manner and with the same effect as other deeds. And that all deeds purporting to convey real estate, provided by this section, and heretofore signed and acknowledged by the vice-president of such corpo- ration and sealed as herein stated, shall have the same force ii8 Religious Corporations. and effect as if the same had been signed by the president thereof. (As amended by laws 1887, Chap. 118, § i ; took effect March 18, 1887.) 28. Records to be evidence. — 1199. The records of any company, incorporated under the provisions of any statute in (of) this State, or copies thereof duly authenticated by the signature of the president and secretary of such company, under the corporate seal thereof, shall be competent evidence in any action or proceeding to which such corporation may be a party. Art. 5. Dissolution of Corporations.* 29. How ordinarily effected. — 1200. A corporation is dissolved — first, by the expiration of the time limited in its charter, second, by a judgment of dissolution rendered by a court of competent jurisdiction 30. Failure to operate dissolves. — 1201. Every cor- poration created under this act, or any general law of this State, shall commence active operations within five years after filing its charter with the secretary of State, and in default thereof said corporation shall become and be dissolved. 31. Directors to be trustees. — 1202. Upon the dissolu- tion of any corporation already created by or under the laws of this State, unless a receiver is appointed by some court of com- petent authority, the president and directors, or managers of the affairs of the corporation, at the time of its dissolution, by whatever name they may be known in law, shall be trustees of the creditors and stockholders of such corporation, with full power to settle the affairs, collect the outstanding debts, and divide the moneys and other property among the stockholders, after paying the debts due and owing by such corporation at the time of its dissolution, as far as such money and property will enable them ; and for this purpose they may maintain or defend any judicial proceeding. 32. Trustees, liability of. — 1203. The trustees men- tioned in the last section shall be severally responsible to the creditors and stockholders of such corporation, to the extent of its property and effects that shall have come into their hands. *See No. 20, Section 1178, p. 116. Kansas. ua Art. 14. Religious Corporations. 33. How incorporated. Trustees cannot interfere with spiritual officers. — 1410- Any religious society, mili- tary or fire company, literary, charitable or benevolent associa- tion, other than colleges, universities, academies, or semina- ries, .... may by the consent of a majority of its members become bodies corporate under this act, by filing the charter required by this act, electing directors or trustees,, and perform- ing the things as are directed in the case of other corporations; and when so organized shall have all the powers* and privileges and be subject to all the restrictions in this act contained, for the objects named in the charter, and shall have the same power to make by-laws for the regulation of their affairs as other cor- porations, and shall have power to adopt a by-law to reduce the number of its directors or trustees to not less than three, and to incorporate with that number, and to prescribe their term of office and to do and perform all other acts in accord- ance with the objects of the said lodges respectively. Such directors or trustees shall not usurp or exercise the functions of the officers in charge of the spiritual affairs of any society. 34. Charter, contents of.f — 141 1. No religious, liter- ary, scientific, industrial, benevolent, or other society, associa- tion, company, corporation or institution, that does not have a capital stock, will be required, in its charter, to make any state- ment of the amount of capital stock or amount of each share ; but such charter, if it contains the other statements therein required, and also an estimate of the value of goods, chattels, lands, rights, and credits owned by the corporation, will be sufficient. *See No. 12, Section 1167, p. 114, tSee No. 7, Section 1161, p. 113. KENTUCKY. CONSTITUTION. [In effect, Sept. 28, 1891.] 1. Cestui que trust. No special charters. — 59. The General Assembly shall not pass local or special acts concerning any of the following subjects, or for any of the following pur- poses, namely: 6. To affect the estate of cestui que trust.* — 17. To grant a charter to any corporation, or to amend the charter of any existing corporation 2. Constitution to be accepted. — 190. No corporation in existence at the time of the adoption of this Constitution shall have the benefit of future legislation without first filing in the office of the secretary of State an acceptance of the pro- visions of this Constitution. 3. Limitation upon business and real estate. — 192. No corporation shall engage in business other than that ex- pressly authorized by its charter, or the law under which it may have been or hereafter may be organized, nor shall it hold any real estate, except such as may be proper and necessary for carrying on its legitimate business, for a longer period than five years, under penalty of escheat. 4. Office and agent obligatory. — 194. All corporations formed under the laws of this State, shall, at all times, have one or more known places of business in this State, and an authorized agent or agents there, upon whom process may be executed, and the General Assembly shall enact laws to carry into effect the provisions of this section, f * This applies to the trust clause in some church deeds. t See No. 13, Section 571, p. 122. (120) Kentucky. 121 STATUTES, 1894.* Chap. XVII. Charitable Uses and Religious Societies. 5. Grants valid. — 317. All grants, convej-ances, devises, gifts, appointments and assignments heretofore made, or which shall be hereafter made, in due form of law, of any lands, ten- ements, rents, annuities, profits, hereditaments, goods, chattels, money, stock, or choses in action, for the relief or benefit of aged or impotent and poor people, .... schools of learning, seminaries, colleges, .... churches, hospitals, orphans, or for any other charitable or humane purpose, shall be valid, if the grant, conveyance, devise, gift, appointment, or assignment shall point out, with reasonable certainty, the purposes of the charity and the beneficiaries thereof, except as hereinafter restricted. 6. Charity not defeated for want of trustee. — 318. No charity shall be defeated for the want of a trustee or other person in whom the title may vest; but courts of equity may uphold the same by appointing trustees, if there be none, or by taking control of the fund or property, and directing its management and settling who is the beneficiary thereof. 7. Limit upon real estate. — 319. No church or society of Christians shall be capable of taking or holding the title, legal or equitable, to exceeding fifty acres of ground ; but may acquire and hold that quantity for the purpose of erecting thereon houses of public worship, public instruction, parsonage or grave-yard. 8. Trustees to be appointed by beneficiary. — 320. The society may, before or after the creation of the charity, appoint not exceeding three trustees, who, and their successors, shall be vested with the title, legal or equitable, to such prop- erty, for the use of such society ; shall enter such appoint- ment upon its record book, a majority concurring therein, and may fill vacancies in like manner. 9. Trustees, powers. — 321. The trustees, or a majority of them, may, in their own names, for the use of the society, institute and prosecute suits to recover any property, real or personal, to which the society has right; and may defend any suit that shall be instituted against the trustees or society, for or touching its temporalities. *The General Laws of Virginia in force 1792, remain in force in Kentucky until repealed. 122 Religious Corporations. 10. Schism or division, rights of parties. — t,2^- In case a schism or division shall take place in a society, the trustees shall permit each party to use the church and appurtenances for divine worship a part of the time, proportioned to the members of each party. The excommunication of one party by the other shall not impair such right, except it be done, bona fide^ on the grounds of immorality. 11. Dissolution, title, in whom vested. — 323. If any so- ciety holding lands shall dissolve, the title to such land and appurtenances shall vest in the trustees of the county seminary in which the land may lie, for the use of such seminary; and if there be no such seminary, then in the county court, for the benefit of common schools in the county. The provisions of this chapter shall not apply to the society called Shakers, who shall have the same right to acquire and hold real estate as they have had prior to the passage of this law. 12. Sale of property for reinvestment. — 324. It shall be competent for the circuit court of the county in which the real estate held in the manner mentioned in this chapter is situate, to adjudge a sale of the same for the purpose of rein- vestment in similar property in the same county, and for the same uses, trust and purposes; but such judgment shall only be rendered upon petition in equity made by the proper parties, setting forth the reasons why such sale would be proper and equitable, which may be controverted ; and when it shall also appear that such sale will not violate any reserved rights or qualifications or limitations expressed* in the dedication or grant. Chap. XXXII. Corporations — Private.* [Act Aprils, 1893.] Art. I. General Provisions. 13. Office and agent obligatory. Penal ty.f— 571. All corporations, except foreign insurance companies, formed under the laws of this or any other State, and carrying on any business in this State, shall at all times have one or more known places of business in this State, and an authorized agent or agents thereat, upon whom process can be served ; and it shall not be lawful for any corporation to carry on any business in this State, until it shall have filed in the office of the secretary of * See No. i8, Sec. 883, p. 124. t See No. 18, Sec. 883, p. 124. Kentucky. 123 State a statement, signed by its president or secretaiy, giving the location of its office or offices in this State, and the name or names of its agent or agents thereat, upon whom process can be served ; and when any change is made in the location of its office or offices, or in its agent or agents, it shall at once file with the secretary of State a statement of such change ; and the former agent shall remain agent for the purpose of service until statement of appointment of the new agent is filed ; and if any corporation fails to comply with the requirements of this section, such corporation, and any agent or emploj^e of such corporation, who shall transact, carry on, or conduct any business in this State for it, shall be severally guilty of a misdemeanor, and fined not less than one hundred nor more than one thousand dollars for each offense. Art. VIII. Religious, Charitable and Educational Institutions. 14. How incorporated. Contents of articles. — 879. Any number of persons may associate to form a corporation, society or association, having no capital stock, for religious, charitable, educational, or any other lawful purpose, from which no private pecuniary profit is to be derived. Such persons shall sign articles of incorporation, and the same shall be filed in the office of the secretary of State, and recorded in the county clerk's office of the county where the principal place of business of the corporation is located. The articles shall set forth the name of the proposed corporation, society or association, which shall not be the name of any existing corporation, and the object for which it is formed, and such other facts as the signers of the articles deem proper to mention. 15. Certificate validates incorporation. Powers. Trusts protected. — 880. When the articles are filed, and re- corded as provided, and certificate of that fact is issued by the secretary of State, the signers of the articles, their associates and successors, shall be a body corporate and politic, and by the name selected shall have the right to sue and be sued, contract and be contracted with, have and use a common seal, and alter the same at pleasure; and to receive and hold such property, real and personal, whether obtained by purchase, gift or devise, as may be necessary to carry on or promote the objects of the corporation, society or association, and may sell and dispose of such property at pleasure, unless the property has been received 124 Religious Corporations. as a gift or devise for some special purpose, and if so received, it shall be used and applied only for such purpose. 16. By-laws. Limitation upon powers. — 88 1. Corpo- rations, associations or societies organized under this act may- adopt such rules for their government and operation, not incon- sistent with law, as the directors, trustees or managers deem proper, but shall not be operated, managed or used for private gain, or engage in any plan or scheme of banking or insurance. 17. Amendments, how effected. — 882. Existing corpo- rations, associations or societies heretofore incorporated or chartered, and not operated, managed or used for private profit, and such as may become organized under this act, may, by the consent of two-thirds of the directors, managers or trustees, amend any part of the charter or articles of incorporation by filing and recording the amendment in the manner herein pro- vided for filing and recording original articles. 18. Provisions of general law not applicable, except as to agent. — 883. Corporations, associations or societies organized under this act shall not be subject to any of the laws relating to corporations having a capital stock, or organized for pecuniary profit, except that requiring an agent on whom pro- cess may be executed, but shall at all times be subject to visita- tion by the Legislature.* *See No. 13, Sectioa 571, p. 122. LOUISIANA. CONSTITUTION. [In effect Dec., 1879.] 1. Powers of General Assembly. — 234. The General Assembly shall not remit the forfeiture of the charter of any corporation now existing, nor renew, alter or amend the same, nor pass any general or special law for the benefit of such cor- poration, except upon the condition that such corporation shall thereafter hold its charter subject to the provisions of this Con- stitution. 2. Limitation on business and real estate. — 237. No corporation shall engage in any business other than that ex- > pressly authorized by its charter or incidental thereto, nor shall it take or hold any real estate for a longer period than ten years, except such as may be necessary and proper for its legitimate business or purposes. 3. General laws to be enacted. — 247. General laws shall be enacted providing for the creation of private corpora- tions, and shall therein provide fully for the adequate protec- tion of the public and of the individual stockholder. REVISED CIVIL CODE, 1888. Title X. Of Corporations. Chap. I. Of the Nature of Corporations, of their Use AND Kinds. 4. Two classes. — 430. Corporations are also divided into civil and religious, and this distinction results, as well from the quality of the persons who generally compose these kinds of corporations, as from the difference of the object of their estab- lishment. (125) 126 Religious Corporations. 5. Religious corporations defined. — 431. Religious corporations are those whose establishment relates only to religion; such are the congregations of the different religious persuasions. Chap. II. Of the Rights and Privileges of Corporations, AND OF their INCAPACITIES. 6. Authorization and name. — 432. Corporations must not only be authorized by the Legislature, or established accord- ing to law, but a name must be given to them : and it is in that name they must sue or be sued, and do all their legal acts, although a slight alteration in this name be not important. 7. Powers. — 433. This section deals with the powers of corporations. See therefore Nos, 18 and 19, Sections 680 and 681, p. 127. 8. Succession. — 434. The right of succession also is inherent to the nature of corporations; so that as long as they exist they transmit to their successors, their rights and their property. The right of electing in the manner prescribed by law, new members in the stead of those who have ceased to be members of the corporation, is the right impliedly attached to the con- stitution of every regularly established corporation. 9. Estate and power vested only in corporation. — 436. The estate and rights of a corporation belong so com- pletely to the body, that none of the individuals who compose it, can dispose of any part of them. In this respect the thing belonging to a body, is very different from a thing which is common to several individuals, as respects the share which every one has in the partnership which exists between them. 10. Right to eject officers. — 438- From the circum- stance that a corporation is an intellectual being, it follows that they cannot personally transact all that they have a right legally to do, as has been above observed ; wherefore it becomes necessary for every corporation to appoint some of their mem- bers to whom they may intrust the direction and care of their affairs, under the name of mayor, president, syndics, directors or others, according to the statutes and qualities of such corpo- ration. Louisiana. 127 11. Officers, duties and powers.— 439- The attorneys in fact or officers thus appointed by corporations for the direc- tion and care of their affairs, have their respective duties pointed out by their nomination, and exercise them according to the general regulations and particular statutes of the corpo- ration of which they are the heads. These attorneys or officers, by contracting, bind the corpo- rations to which they belong in such things as do not exceed the limits of the administration which is intrusted to them; their act is supposed to be the act of the corporation. If the powers of such attorneys or officers have not been expressly determined, they are regulated in the same manner as those of other agents. 12. Majority rules. — 444. In corporations the act of the majority is considered as the act of the whole. 13. Unauthorized corporations must act in name of individuals. — 446. Corporations unauthorized by law or by an act of the Legislature, enjoy no public character, and cannot appear in a court of justice, but in the individual name of all the members who compose it, and not as a political body; although these corporations may acquire and possess estates, and have common interests as well as other private societies. Chap. III. Of the Dissolution of Corporations. 14. How dissolved.— 447- A corporation legally estab- lished may be dissolved : 1. By an act of the Legislature, if they deem it necessary or convenient to the public interest ; Provided, That when the act of incorporation imports a contract, on the faith of which individuals have advanced money or engaged their property, it can not be repealed without providing for the reimbursement of the advances made, or making full indemnity to such indi- viduals; 2. By the forfeiture of their charter, when the corporation abuses its privileges, or refuses to accomplish the conditions on which such privileges were granted, in which case the corpora- tion becomes extinct by the effect of the violation of the con- ditions of the act of incorporation. 128 Religious Corporations. REVISED LAWS, 1884. [With amendments to 1895.] Corporations for Literary, Scientific, Religious and Charitable Purposes. 15. How incorporated. Contents of act. Approval and record. — 677. Whenever any number of persons, ex- ceeding- six, may be desirous of forming themselves into a cor- poration or body politic, for any religious, scientific, literary or charitable purpose, and to acquire and enjoy the rights, privi- leges and powers of a body corporate and politic in law, it shall be lawful for such persons to prepare and sign an instrument, either in authentic form or under private signature, wherein they shall declare and specify the purposes and objects of such corporation; the name, style and title thereof; the place chosen for its domicile ; the manner in which such managers and officers are to be chosen ; the officer on whom citations may be served, and the length of time during which the corporation shall exist and continue. The act of incorporation shall be handed to the district attorney of the district in which its domicile is fixed, for examination as to its legality, and should he be of opinion that the purposes and objects of the corporation, as specified in said act, are legal, and that none of the provisions therein contained are contrary to law, he shall endorse his opinion to that effect thereon. The act, together with the opinion of the district at- torney, shall then be recorded in the office of the parish recorder, or other officer performing the duties of parish re- corder, which act, when so recorded, shall constitute the sub- scribers to the same, their associates and successors, a body politic and corporate, for the purposes and objects declared and contained in the act, and they shall have continuance and suc- cession by the name, style and title as set forth in the act, a copy of which, duly certified by the officer in whose office the same is recorded, shall be full and complete evidence of the contents of the original act. 16. Procedure in case district attorney refuses.— 678. In case the district attorney shall neglect or refuse to give the certificate required by the above section, the applicant may take a rule on him in the district court of the parish in which it is intended for such corporation to have its domicile, to show cause within ten days from the service thereof why the Louisiana. 129 applicant should not be created a corporation according to the terms and conditions set forth in the act of incorporation. Should the district judge be of opinion that the purpose and objects of the corporation, as specified in the act, are legal, he shall give judgment accordingly, a copy of which judgment shall be recorded with the act in the office of the recorder of mortgages, or other officer exercising his duties, in lieu of the certificate of the district attorney. 17. Amendments, how made. — 679. When any corpo- ration may be desirous of improving, amending or altering the articles and conditions upon which the corporation may be incorporated, it shall be lawful for such corporation in like manner to draw up an act specifying and containing the altera- tions, improvements or amendments which they desire to make to the original act of incorporation, which act shall be handed to the district attorney for his opinion as to the legality of the alterations, amendments or improvements proposed, and he shall give his opinion touching the legality of the same ; and in case of the refusal or neglect of the district attorney to give the certificate required, the parties may take rule on him to show cause, as provided in the preceding section, which certifi- cate of the district attorney or opinion of the judge shall be recorded in the manner and form required above. 18. Powers. — 680. Such corporation shall have full power and authority to make, have and use a common seal, with such device and inscription as they respectively deem proper, and the same to break, alter and amend at their pleas- ure, and by the name, style and title by them respectively pro- vided and declared, as aforesaid, shall be capable in law to sue and be sued, and shall be authorized and empowered to make rules, by-laws, and ordinances, and to do everything needful for their good government and support not repugnant to the constitution and laws of the United States, to the constitution and laws of this State, or to the instrument upon which the corporations respectively are formed and established. 19. Additional powers. — 681. Said corporations shall be capable in law, according to the terms and conditions upon which such corporations are formed and established, to take, receive and hold all manner of land, tenement, rents and here- ditaments, and any sum of money, and any manner and por- tion of goods and chattels, given and bequeathed unto them or 130 Religious Corporations. acquired by them in any manner respectively ; to be employed and disposed of according to the objects, articles and conditions of the instrument upon which the corporations respectively are formed and established, or according to their articles and by- laws, or of the will and intention of the donors. 20. Limit of value upon property. Bequests in articulo mortis. — 682. No corporation, organized by au- thority of this act shall hold property of a value exceeding three hundred thousand dollars ; Provided, That this restriction shall not apply to corporations organized for the purpose of receiving donations of property for scientific, literary or educa- tional purposes. No church corporation, or minister of the gospel, for himself or the benefit of a church corporation, shall be allowed to accept a bequest made in articulo mortis. Alterations of Charters and By-Laws. [Act of July II, 1888.] 21. Alterations lawful. — i. It shall be lawful for any church, congregation, or religious or charitable corporation, incorporated by special act, of the General Assembly of the State of Louisiana, or territory of Orleans, to change, alter or amend its name, to change the number of officers, directors, trustees, vestrymen, wardens and employes designated in its charter, to change the time and manner of choosing such offi- cers, directors, trustees, vestrymen, wardens and employes to determine the number or proportion of such directors, trus- tees or vestrymen necessary to constitute a quorum for the trans- action of business, and to give them authority to make and alter by-laws and regulations for the government of the corporation ; to change, fix, determine and declare the powers, duties and privileges of the president, rector, pastor, or other person at the head of such corporation, and in general to make any change or alteration in its charter not in conflict with the con- stitution and laws of the State of Louisiana; Provided, Such changes or alterations may be made in the manner and under the terms and conditions set forth in this act. 22. Alterations, how effected.— 2. That whenever one- fourth or more of the members of any such congregation or corporation shall desire to change the name thereof, or to make any change or alteration as mentioned above, or to change, alter or amend the charter of said corporation, they shall pre- pare a written or printed statement, embodying the changes Louisiana. 131 and alterations, which they desire to make, and shall cause a copy of such statement to be posted in the meeting-house or meeting- room of said church, congregation or corporation, together with a notice calling upon the members thereof to assemble in said house, or room, at a time to be fixed in said notice, for the purpose of considering and acting upon said pro- posed changes, amendments and alterations; that this state- ment and notice shall be posted at least thirty days prior to the date fixed in said notice, and shall remain posted until the time named therein, and attention shall be called thereto by the offi- cer presiding at one or more meetings during the period that said notice remains posted ; that at the time fixed in said notice the members of such church, congregation or corporation shall assemble in said room, or house, to act upon said proposed changes and amendments; that such members shall be entitled to act at said meeting in person or by proxy, and the vote shall be taken on each proposed change or amendment separately ; that any proposed change or amendment which shall fail to receive the affirmative votes of two-thirds of the members present and represented, shall be considered as rejected; that all such proposed changes and amendments as may receive the affirmative votes of two-thirds or more of the members present and represented shall be submitted to the district attorney of the parish, in which the said church, congregation or corpora- tion is domiciled, for examination as to their legality; that should said district attorney be of opinion that the changes and alterations, as proposed, are legal, and that none of the pro- visions therein contained are contrary to law, he shall endorse his opinion to that effect thereon, two of the officers of said congregation or corporation shall, by act before a notary pub- lic, under oath, make a full statement and declaration, show- ing all the acts and doings of such church, congregation, or corporation in the premises, containing a copy of the endorse- ment of the district attorney and concluding with a copy of the charter of such corporation as amended; that said act shall be recorded in the office of the parish recorder, or other officer performing the duty of parish recorder, and that when such record has been made, the amended charter, as contained in said act, shall constitute, and shall be taken and deemed as the charter of said corporation. 23. Procedure when district attorney refuses. — 3. In case the district attorney shall neglect or refuse to give the 132 Religious Corporations. certificate required by the foregoing section the representatives of said corporation may take a rule on him in the district court of the parish in which such corporation has its domicile, to show cause within ten days from the service thereof why the charter of such corporation should not be amended as proposed. Should the district judge be of opinion that the proposed amendments are legal, he shall give judgment accordingly, and in lieu of the certificate of the district attorney a copy of said judgment shall be set forth in the act to be passed and recorded as provided in the foregoing section. MAINE. CONSTITUTION— IV. Part 3. [In effect Dec. 6, 1819.] 1. General laws to be enacted. Exceptions. — 14. Cor- porations shall be formed under general laws, and shall not be created by special acts of the Legislature, except for municipal purposes, and in cases where the objects of the corporation can- not otherwise be attained ; and, however formed, they shall for- ever be subject to the general laws of the State. REVISED STATUTES, 1884. [With Additions to 1895.] Title I. Chap. I. Rules of Construction. 2. Acts of incorporation are public acts. Time-limit for organization. — 26. Acts of incorporation shall be regarded in legal proceedings as public acts, and be in force on the date of their approval. All acts of incorporation granted since Feb- ruary fifteen, eighteen hundred and seventy-one, become null and void in four years from the day when the same take effect, unless such corporations shall have organized and commenced actual business under their charters. Title II. Chap. XII. Parishes and Religious Societies. 3. Mode of calling a meeting to incorporate. — i. Any persons of lawful age, desirous of becoming an incorporated parish or religious society, may apply to a justice of the peace, who shall issue his warrant to one of them, directing him to notify the other applicants to meet at some proper place ex- pressed in such warrant ; and he shall give notice of such meet- ing seven days at least before holding the same, by posting a notification thereof on the outer door of the meeting-house or place of public worship of such society, if any, otherwise at such place as the justice appoints. (133) 134 Religious Corporations. 4. Election of officers incorporates. Name. — 2. Such persons so assembled may choose a clerk and other needful parish officers, and shall thereupon be a corporation, bear the name which they assume, and have all the powers of parishes and religious societies. 5. Powers. Limitation upon property. By-laws. — 3. Every parish may take by gift or purchase any real or personal estate, until the clear annual income thereof amounts to three thousand dollars; convey the same, and establish by-laws not repugnant to law. 6. Meetings, how called. Officers. Assessors. — 4. The annual or other meetings of such parish may be called by its assessors, or clerk, to be held at the time when, and place in the town where, they are usually held; they shall be notified as prescribed in section one, or in the manner agreed on by its vote; and at such meeting, they may choose a clerk, who shall be sworn, two or more assessors, a collector, treasurer, standing committee, and all other needful officers. The assessors shall manage the prudential concerns of the parish, when no other persons are appointed for that purpose, and shall be sworn. 7. Powers of moderator of meeting. — 5. The moder- ator of any meeting shall preserve order, manage the business, and administer the oath to the clerk and assessors. 8. When meetings may be called. — 6. When five members of any parish in writing request the assessors to call a meeting, or to insert any particular article in the warrant there- for, they shall do so. 9. Procedure in case assessors refuse. — 7. If they unreasonably refuse, any justice of the peace on like application may issue his warrant to one of the applicants, who shall notify such meeting as prescribed in section one, or as agreed on by parish vote. 10. When no meeting for three years. — 8. When there has been no meeting of such parish or society for three years, a meeting may be called as provided in section thirty-four. 11. For what purposes may raise money. Assess- ments collectible. — 9. Every parish, at a legal meeting, may raise money for the support of the public ministry of religion, for building, repairing, or removing houses of public worship, Maine. i-- and for other necessary parish charges; and it may be assessed and collected like State taxes. 12. Assessments may be levied on pews. — lo. When a house of public worship belongs to a parish, or it and the fee of the land, on which it stands, is vested in trus'tees for the use of a parish, such parish may assess any money raised as afore- said, wholly or partly, on the pews or seats, whether owned by members of such parish or religious society or not; and the owners may be present and vote in raising such money. 13. Payment enforced by sale of pews.— n. When taxes on pews and seats remain unpaid for six months after their assessment, the treasurer shall sell them at auction, first posting notice thereof at the principal outer door of such house of worship, three weeks before the time of sale, stating the numbers, if any, of the pews or seats and the amount of tax on each ; and shall execute and deliver a deed thereof to the pur- chaser, and pay to the owner the overplus, after deducting the amount of tax and incidental charges. 14. Effect when pew owner gives notice of inten- tion not to occupy pew. — 12. Whenever a parish or church raises its current expenses by assessment on its pews, any pew owner therein who shall not occupy his pew, either by himself or family, or rent the same, may give a written notice to the clerk of the parish or church, or to the parish committee or assessors, of his intention not to occupy said pew for one year following the next annual meeting of said parish or church, in which case said pew owner shall not be liable for any tax assessed on said pew during said year, neither shall he act and vote at said annual meeting, unless he retain a pew for the occupancy of himself and family, and the parish or church may let said pew during said year, and appropriate the rent to the current expenses of the parish or church, and said parish or church shall not sell said pew for taxes assessed during that year. 15. Insurance may be secured. Application of — 13. A parish in the actual occupancy of a church, meeting- house, or other building used for religious purposes may insure it against loss by fire. And in case of such loss, the company insuring shall not deny the occupancy of the parish, its legal existence, or its right to maintain an action on the policy. 136 Religious Corporations. The money so recovered shall be held by the parish in trust for repairing or restoring the building, and shall be so applied. 16. Admission to parish. — 14. A person of either sex, of lawful age, may become a member of a parish or religious society by vote thereof at a legal meeting. 17. Persons to be deemed members. — 15. Any such person residing in a local parish holding funds derived from this State or Massachusetts, shall be deemed a member of it until he dissolves the connection ; such person having resided in such parish one year, after he has arrived at majority, with- out either giving written notice to its clerk of his consent to be a member thereof, or paying a tax or subscription according to the mode that said parish has adopted to raise money, shall be deemed to have thereby dissolved his connection therewith; and said connection shall reinain dissolved, and such person shall not be taxable until he renews the connection by giving written notice to its clerk of his consent to be a member of said parish ; any person residing in a local parish may become a member of such parish not deriving funds from the State, by giving written notice to its clerk of his intention to do so within one year after he is of age or removes thereto. 18. No person compelled to belong to a parish. Withdrawal. — 16. No such person shall be a member of a parish or religious society without his consent; and any person may dissolve his connection therewith by leaving with its clerk a certificate of his intention to do so ; and all his liability for future expenses shall thereby cease; but he may be taxed for money previously raised, except in case of removal from a local parish. 19. Voters at parish meetings. — 17- No such person shall vote in meetings of any territorial parish who is not the owner or occupant of a pew in its house of worship, or a con- tributor to its support. 20. Deacons of churches are corporations. — 19. The church wardens of Episcopal churches, the stewards or trus- tees of the Methodist Episcopal church, and the deacons of all other Protestant churches, are so far corporations as to take, in succession, all grants and gifts of real and personal estate, made to their churches, or to them and their successors ; and if the ministers, elders or vestry are joined with them in such Maine. 137 •grants or gifts, the two classes of ofificers shall be corporations for that purpose. Such corporations may organize as corpora- tions, and make such contracts in relation to such estate, its improvement or disposal, as they may be authorized under the rules of their church, or instructed by the church or society for which they hold such estate in trust to make, which contracts may be enforced by or against them, as in other cases ; Pro- vided, however, that no disposal of such estate shall be made, inconsistent with the terms of the grant by which it is held. 21. Ministers and officers, powers of. Limitation. — 20. The ministers of a parish or religious society, and the deacons, elders, trustees, stewards and other presiding officers of a religious society or church, having by its usages, no settled minister, may take, in succession, any estate granted to the minister and his successors, or for the use of the ministry, or poor of the church ; and may prosecute and defend all suits respecting it; but they shall not so take while the clear annual income of prior grants is three thousand dollars. 22. Power to convey certain church estate limited. — 2 1 . No conveyance of such estate by a minister shall be valid longer than he is in the ministry; or by such deacons or other officers, longer than they are in office, if made by them without consent of the church, or by church wardens without the con- sent of the vestry. 23. Records open to inspection. — 22. The records of a parish shall be open to the inspection of its members and to. clerks of other parishes ; and each clerk shall furnish attested copies thereof, on request, for a reasonable compensation. 24. Treasurer may be appointed collector, and allow discount. — 23. When a parish or religious society law- fully raises money by taxation, it may appoint its treasurer a collector of taxes, who shall have the same powers of a town treasurer who is collector; and it may allow a similar discount on taxes paid within the time fixed by it at a legal meeting, and the treasurer shall give like public notice thereof; and all other taxes shall be collected by him as town taxes are. When such treasurer and collector is qualified, the assessors shall deposit with him a list of the taxes with their wan-ant for their collec- tion. 13S Religious Corporations. Meeting-houses. 25. How parish may become owner of pews, — 25. When it is deemed expedient by any organized parish to become the owner of the pews in any meeting--house used by it as a place of regular worship, a meeting of the owners and occupants thereof may be called as provided in section six, and a majority of such pew owners and occupants may vote to convey the pews by them owned or occupied, to such parish. 26. Appraisal of pews in case of dissent. — 26. Any owner or occupant of a pew in such meeting-house who ex- presses his dissent from such vote in writing to the parish clerk within one month from such meeting shall have his pew ap- praised as provided in section twenty-nine, and the appraised value shall be tendered to him, and he shall then deliver a deed of such pew to the parish. If such disseui is not expressed, said pew is forever forfeited to the parish. 27. Persons may incorporate to hold a meeting- house.— 27. Any persons for the purpose of erecting a meet- ing-house, or the majority in interest of the owners of a meet- ing-house, not a parish, may incorporate themselves as parishes may ; and choose all officers and do all other acts that a parish may lawfully do. 28. Owners may repair or dispose of meeting- houses.— 28. A majority of the pew owners or proprietors of a meeting-house, present at a legal meeting called for that pur- pose, may repair, remodel, or sell and convey their house or the land used with it, or remove or rebuild it. Any meeting re- lating thereto may be called as provided in section thirty-one ; or by publishing the warrant in a newspaper printed in the county, at least fourteen days before the meeting. 29. Appraisal and disposal of pews. Proceeds of sale. Taxes and agents. — 29. Before such alteration or sale is made, an appraisal of the relative value of the pews shall be made by three discreet persons, under oath, to be elected by ballot at a legal meeting of said owners or proprietors. If a sale of said house and land is made, it may be private or pub- lic, as such meeting determines, and the proceeds shall be ap- plied to pay the expenses of said sale and the debts and just claims against the property; and the balance shall be paid to Maine. i^'j the pev7 owners or proprietors, in proportion to their interest by the appraisal. If the meeting house is altered or rebuilt, the appraisers, after the work is completed, shall assign pews to the former pew holders, to conform as nearly as practicable to those for- merly held by them ; and the other pews may be sold to defray the expenses of the repairs and alterations, or to be otherwise disposed of as the proprietors or pew owners determine. They may choose officers, raise and assess taxes on the pews, col- lect them for making such repairs and alterations, do all things that a parish may do, and appoint some suitable agent or agents to make such sale and conveyance, or repairs and alterations, and a treasurer or trustees to receive and distribute the proceeds of sale in manner aforesaid. 30. Proprietors dissenting entitled to their interest. — 30. When it is decided to repair, remodel, or rebuild a meet- ing-house, any owner or proprietor dissenting from the action of the majority and declining to take an interest in the house as altered, may demand and receive of such majority the ap- praised value of his interest, after deducting his proportion of debts against the property, to be recovered in an action for money had and received ; which shall not be commenced until thirty days after such demand, nor after the lapse of a year after such notice is posted for three successive weeks on the meeting-house door and some other conspicuous place in its precinct, stating the persons to whom the money is to be paid, the amount payable to each, and the time limited for payment. If said sums are not demanded within said time, they are for- feited to the majority for parish UvSes. But this section does not apply to any case where the repairs decided upon are only such as are necessary to keep such meeting-house in a tenant- able condition. 31. Owners of meeting-houses and pews may incor- porate.— 31. The owners of a meeting-house or building for public worship, and the pew owners, may be incorporated, when any three or more of them apply therefor to a justice of the peace, who shall issue his warrant to one of them, stating the time, place and purpose of the meeting, and directing him to notify said owners by posting a certified copy of it fourteen days on the principal outer door of such building and in one or more other public places in the same town. T40 Religious Corporations. 32. Election of officers incorporates. Name. — 32. When so assembled, they may choose a moderator and clerk, who shall perform the usual duties of such officers; and there- upon said owners shall be a corporation, and be known by such name as they adopt, and they may agree on the mode of calling future meetings. 33. Rights and powers. — 33. Such corporation, by a major vote of its members, may use and control its meeting- house or building for public worship partly or wholly owned by them, as they please ; but nothing in this and the two preced- ing sections shall affect the rights of owners of houses of wor- ship, built by different religious denominations. 34. Meetings of owners, how called. — 34. When there has been no meeting of the incorporated pew owners, or proprie- tors or owners of a meeting-house, or building for public wor- ship, for three years, a meeting may be called on application of three or more members thereof to a justice of the peace, who shall issue his warrant to one of them, stating the time, place and purposes of the meeting, directing him to notify such meet- ing by posting a certified copy of said warrant, three weeks before the time of meeting, on the principal outer door of such building, and in one or more public places in the same town, and publishing it in a newspaper published in the county, if any, otherwise in an adjoining county, or in the State paper. 35. Division of time, different denominations may obtain. — 35. When a house of public worship is owned by per- sons of different denominations, and when an organized society, or its members, own five pews therein, one or more of the minority owning not less than five pews may apply to a justice of the peace and quorum to obtain a division of the time of occupying the house ; and he shall call a meeting of the own- ers by posting a notice in a public place in or about the house, thirty days at least before the meeting, stating the time, place and object thereof. 36. Division of time, procedure to obtain. — 36. At such meeting, the owners, who are not applicants, or if they refuse or neglect, the justice who called the meeting, may des- ignate another justice, and the two may appoint a third disinter- ested person, not an inhabitant of the town in which the house is located, or belonging to the denomination of either party Maine. 141 interested; and the three shall be a board, before which the owners may exhibit the amount that they own in the house; the minority, owning at least five pews, shall have theirpart allotted to them, as nearly as may be, in proportion to the amount that they own in the house ; and the board shall designate which weeks in each year, the minority, if they please, may occupy the house; if they do not, the majority may occupy it. 37. Division, proportion of minority to be appraised. — 37. The board shall appraise the value of the minority's proportion of the house, make a record of their proceedings, and within ten days cause it to be transcribed into the records of such town. 38. Division, expenses, how paid. — 38. All their rea- sonable expenses shall be paid by the persons who requested the division ; but the above provisions shall not affect any agreement now in force as to the mode of occupying such house. 39. Division, minority may occupy their proportion. — 39. The minority may occupy the house for their allotted time, unless the majority purchase their interest, by paying the minority the sum at which it was appraised by the board ; but if the minority decline so to sell, they shall not avail themselves of the four preceding sections. Title IV. Corporations of Various Kinds. Chap. 46. Corporations.* 40. Chapter 46 appUes to all corporations. — i. This chapter applies to all corporations organized by special acts of the Legislature or under the general laws of the State, except so far as it is inconsistent with such special acts or with public statutes, concerning particular classes of corporations. 41. Powers. — 2. Corporations may sue and be sued, plead and be impleaded, in their corporate name; have a com- mon seal alterable at pleasure ; elect all necessary officers ; pre- scribe their duties and fix their compensation ; make by-laws consistent with the laws of the State and their charters; and hold and convey lands and other property. * The omitted sections either substantially duplicate the provisions found elsewhere, or else apply only to corpoi'atious having a capital stock. 142 Religious Corporations, 42. By-laws, contents of. — 6. Corporations may deter- mine by their by-laws, the manner of calling and conducting meetings; the number of members that constitute a quorum; .... the tenure of the several officers; .... and may en- force such by-laws by penalties not exceeding twenty dollars. 43. Officers hold over until successors are elected. Majority of members may object to irregular election. — 8. When a corporation fails to hold its annual meeting on the day appointed, the officers of the preceding year continue in the exercise of their duties, and their acts are legal, until other officers are chosen and qualified in their stead. When, upon due notice given, officers are regularly elected on any other day than that of the annual meeting, they shall hold their offices and perform their duties as if chosen on that day, unless a majority of the corporate members file with the clerk, within six months after such election, written objections thereto, and their acts shall be considered legal, until others are chosen and qualified in their stead. 44. Special meeting for election of officers, provi- sions.— g. When such a notice is filed, the clerk shall call a meeting of the corporation, at such time and place as he appoints, and give the notice required for an annual meeting, stating in it the fact that objections have been filed, and the purpose of the meeting; and officers elected at such meeting shall hold their offices, and their acts shall be considered legal, until other officers are chosen and qualified in their stead. 45. Clerk of corporation to file certificate of his election. — n. The clerk of a corporation, within twenty days after acceptance of the office, shall file a certificate of his elec- tion in the registry of deeds in the district where the corpora- tion is established, or where it has a place of business, or a general agent; and an attested copy of such certificate shall be sufficient evidence that he is clerk, for service of process upon the corporation, until another certificate has been filed. 46. Existence of dissolved corporations extended for three years.* — 24. Corporations, whose chaiteis expire or are otherwise terminated, have a corporate existence for three * The sections providing for dissolution are Nos. 25 to 29 and 54, and appear to apply only to corporations having a capital stock. Maine. 143 years thereafter; to prosecute and defend suits; to settle and close their concerns; to dispose of their property; and to divide their capitals. Title IV. Chap. LV. Libraries and Charitable Societies. 47. Meeting for incorporation, how called. — i. When seven or more persons desire to be incorporated for any moral, religious or benevolent purpose, they may apply in writing to any justice of the peace in the county, who may issue his warrant directed to one of said applicants, requiring him to call a meeting thereof at such time and place as the justice appoints. 48. Notice of the meeting, how given. — 2. The justice may call it, by reading the warrant in the presence and hearing of each, or by leaving an attested copy thereof at his last and usual place of abode, at least fourteen days before the day of meeting, or by publishing an attested copy thereof in some newspaper printed in said county, for two weeks successively, the first publication to be at least fourteen days before the day of meeting. 49. Manner of organizing. — 3. When assembled pursu- ant to the warrant, they may organize themselves into a corpo- ration, adopt a corporate name, and they, their associates and successors may have continual succession ; have a common seal ; elect all necessary officers ; adopt by-laws not inconsistent with law, and enforce the same by suitable penalties ; have the same rights and be under the. same liabilities, as other corporations, in prosecuting and defending suits at law; and enjoy all other rights, privileges, and immunities, of a legal corporation. 50. What estate may be held. Purposes. — 4. Such corporation may take and hold by purchase, gift, devise, or bequest, personal or real estate, in all not exceeding in value one hundred thousand dollars, owned at any one time, and may use and dispose thereof only for the purposes for which the corporation was organized. 51. Charitable corporations not to sue members or be sued by them. — 5. No corporation, organized for chari- table or benevolent purposes, shall sue any of its members for dues or contributions of any kind, or be sued by any member 14 144 Religious Corporations. for any benefit or sum due him, but all such rights and benefits, dues and liabilities, shall be regulated and enforced only in accordance with its by-laws. Ministerial and School Lands. 52. Sections 40 to 54, chap, xii, title ii, relate to Ministe- rial and School Lands and funds arising therefrom. Particular Denominations. 53. The bishop of the Protestant Episcopal Church in the Diocese of Maine has been declared to be a corporation sole. See Acts of 1893, chap. 534. Chap, xii, Sec. 24, makes the overseers of Quaker societies to be trustees. Church Property Having no Legal Custodian. [Act of March 12, 1895.] 54. How disposed of. — Where any property in this State dedicated and ordained for pious uses, has no proper or legal custodian, so that it is becoming wasted and the utility thereof is lost, upon the application of any person or religious society interested in having such property preserved and applied to the uses for which it was originally intended, the attorney gen- eral shall file a bill in equity, in the nature of an information, against such property and all persons interested therein, pray- ing for the appointment of trustees to care for such property and for the proper application and disposition thereof, and the court may order such notice as seems proper, and may appoint receivers or trustees therefor, and upon final decree, may order the care, custody, sale, application or disposal of such property as will best serve the purposes for which it was originally intended. The court may convey or transfer such property to any religious body to be held and applied for the purposes of such trust as the court may declare; and it shall have full power to treat, care for and dispose of the same in furtherance of such pious uses as may seem best suited to the case and sit- uation. MARYLAND. CONSTITUTION. [In effect, Oct. 5, 1867.] Declaration of Rights. 1. Sanction of Legislature must be secured, except for five acres. — 38. That every gift, sale, or devise of land, to any minister, public teacher or preacher of the Gospel, as such, or to any religious sect, order or denomination, or to, or for the support, use or benefit of, or in trust for, any minister, public teacher, or preacher of the Gospel, as such, or any re- ligious sect, order or denomination ; and every gift or sale of goods, or chattels, to go in succession, or to take place after the death of the seller or donor, to or for such support, use or benefit; and also every devise of goods and chattels to or for the support, use or benefit of any minister, public teacher or preacher of the Gospel, as such, or any religious sect, order or denomination without the prior, or subsequent, sanction of the Legislature, shall be void ; except always, any sale, gift, lease, or devise of any quantity of land, not exceeding five acres, for a church, meeting-house, or other house of worship, or parson- age, or for a burying ground, which shall be improved, enjoyed, or used only for such purpose ; or such sale, gift, lease or de- vise shall be void. Article III. 2. General laws to be enacted. Charters repeal- able. — 48. Corporations may be formed under general laws, but shall not be created by special act, except for municipal purposes and except in cases where no general law exists, pro- viding for the creation of corporations of the same general char- acter as the corporation proposed to be created, and any act of incorporation passed in violation of this section shall be void ; all charters granted or adopted in pursuance of this section, and all charters heretofore granted and created subject to re- peal or modification, may be altered from time to time, or be repealed. (145) 146 Religious Corporations. STATUTES. Art. XXIII. Corporations.* Miscellaneous Provisions. 3. Deeds may be acknowledged by attorney. — I. Any corporation may acknowledge any deed which such corporation has the power to make, by attorney appointed by such corporation, under the seal thereof, and such appointment may be embodied in the deed. 4. Majority of board validates acts. — 3. When the corporate powers of any corporation incorporated under the laws of this State, are directed by its charter or certificate of incorporation to be exercised by any particular body, or number of persons, a majority of such body of persons, if it be not otherwise provided in the charter or certificate of incorporation, shall be a sufficient number to form a board for the transaction of business, and every decision of a inajority of the persons duly assembled as a board, shall be valid as a corporate act. 5. Copy of by-law to be evidence. — 4- A copy of any by-law of any corporation incorporated under the laws of this State, under its seal and purporting to be signed by the presi- dent, secretary or treasurer of the corporation, shall be received as prima facie evidence of such by-law in the courts of this State. 6. Records. Annual statement. — 5. The president and directors of every corporation shall keep full, fair and cor- rect accounts of their transactions, which shall be open at all times to the inspection of the stockholders or members; and they shall annually prepare a full and true statement of the affairs of the corporation, which shall be certified to by the president and secretary and submitted at the annual meeting of the stockholders or members. Provisions for the Formation of Corporations. 7. Who may incorporate. Purposes. — 14- Corpora- tions may be formed in this State, under the provisions herein- after set forth, by any five or more persons, citizens of the United States, and a majority of them citizens of this State, or if unnaturalized, residents of this State, making oath that they bona fide intend to become citizens of the United States with- *The omitted sections relate mainly to corporations for profit. Maryland. 147 out unreasonable delay, who may desire to form a body corpo- rate or politic, for any of the following purposes : Class I. For the creation and maintenance of educational, moral, scientific, literary, dramatic, musical, social, benevolent or beneficial societies or associations of all descriptions ; of religious or charitable societies or associations, . . . . ; Pro- vided^ such corporations are located in this State, and that the property which they possess or acquire is located therein. 8. Trustees are corporators. — 40. The president and directors, or trustees or managers, for the time being, of any corporation of any of the descriptions mentioned in class one, that has been or may be formed under any general or special law of this State, for any educational, literary, sanitary, chari- table, benevolent or other purpose in said class one, shall, for the purpose of maintaining due succession in such corporation, be accounted to be corporators and members of such corpora- tion. General Regulations.* 9. Certificate of incorporation. Contents. Limit of corporate life. — 42. Any five or more persons, citizens of the United States, and a majority of them citizens of this State, who may desire to form a corporation for any of the purposes hereinbefore referred to, shall make, sign, seal and acknowledge before some officer competent to take the acknowledgment of deeds, a certificate in writing in which shall be stated ; 1. The names in full and places of residence of the appli- cants. 2. The proposed corporate name of the corporation, which shall always include the name of the county or city in which it may be formed. 3. The object or purposes for which incorporation is sought, the time of its existence, not to exceed forty years, and the articles, conditions and provisions under which the incorpo- ration is formed ; Provided^ That the limitation as to the dura- tion of existence of corporations formed under this article shall not apply to gaslight companies. 4. The place or places where the operations of the corpo- ration are to be carried on, and the place in this State in which the principal office of the corporation will be located. 5. The amount of capital stock (if any) of the corporation. • The omitted sections relate mainly to corporations for profit. 148 Religious Corporations. 6. The number of shares of stock (if any) and the amount of each share. 7. The number of trustees, directors or managers, and their names, who shall manage the concerns of the corporation for the first year. 10. Certificate to be submitted to judge.— 43- When saiS certificate is executed, it shall be the duty of the persons executing the same to submit it to one of the judges of the judicial circuit, within which the principal or any other office of said corporation is, under said certificate, to be located, if it shall be located in one of the counties of this State, or to one of the judges of the supreme bench of Baltimore city, if the principal office of said corporation shall be located in Baltimore city, in order that the said judge may determine whether the said certificate is in conformity with the law ; and such deter- mination, when certified by the said judge as required by the next succeeding section, shall be conclusive evidence that such certificate does conform to the law. 11. Certificate to be recorded. — 44- If the said judge shall so determine, he shall certify his said determination upon the said certificate, which shall thereupon be recorded in the office of the clerk of the circuit court for the county in which the principal office of said corporation shall, by the terms of said certificate, be located, if it shall be located in one of the counties of this State, or in the office of the clerk of the supe- rior court of Baltimore city, if the principal office of said cor- poration shall be located therein; and the said certificate shall be recorded in a book provided for that special purpose. 12. Record of certificate incorporates.— 45- When the said certificate shall have been recorded, the persons who have signed and acknowledged the same, and their successors shall, according to the objects, purposes, articles, conditions and provisions in said instrument contained, become, and be a body politic and corporate, in fact and in law, by the name stated in such certificate. 13. Copy of certificate to be evidence. — 46. A copy of such certificate, or of any amendments thereto, or of any . paper relating to corporations, which is required by law to be recorded, when certified to be a true copy by the clerk of the court in whose office the same is recorded, under the seal of his office, shall be evidence in all legal proceedings, and in all the courts of this State. Maryland, 149 14. Araendments, how made. — 47. If any alteration or amendment of the articles or provisions of the charter of any of said corporations, shall be made by the authority of the cor- poration, such alteration or amendment shall be made known, acknowledged and recorded in the same manner as prescribed in the sections 42, 43 and 44 of this article; and after the said alteration or amendment shall be recorded, the same shall be taken to be a part of the said charter or instrument, as if the same had originally been made a part thereof. 15. Fees. Endorsement by clerk of court. — 48. The usual fees for equal or similar services shall be received by the respective clerks under this article, and all the expenses of procuring the charter of incorporation and recording the same, shall be borne by the parties respectively applying therefor; and the date and fact of recording shall be endorsed by the clerk on every original instrument. 16. Powers, general provision. Regulations.— 49. Every corporation incorporated under this article shall have the following powers and be subject to the following general regulations, except in cases where the special provisions relating to any particular corporation are inconsistent with the said gen- eral regulations. 17. Succession. — 50. Any such corporation shall have power: i. To have succession by its corporate name for the period prescribed by law or by the certificate evidencing its in- corporation where the said certificate is in accordance with law. 18. To sue and be sued. — 51. 2. To sue and be sued, complain and defend in any court of law or equity. 19. Seal. — 52. 3. To make and use a common seal and alter the same at pleasure. 20. Hold property and conduct business. — 53. 4. To acquire by purchase or in any other manner, and take, receive, hold, use, employ, manage, mortgage, dispose of, or in any manner not inconsistent with law, deal with any property, real, personal or mixed, and situate in or out of this State, which may be necessary or proper to enable said corporation to carry on the operations or fulfill the purposes named in its certificate of incorporation, and generally to do every other act or thing, not inconsistent with law, which may be necessary or proper to 150 Religious Corporations. promote the objects, designs and purposes for which said cor- poration was formed. 21. Appoint officers and agents. — 54- 5- To appoint a president of the company from among the directors, trustees or managers, and to appoint such officers and agents as the business of the corporation shall require ; to allow them a suit- able compensation, require security for the faithful discharge of their duties, and regulate the tenure of office of the said officers. 22. By-laws, how made. Must be confirmed by- members. — 55. 6. To make by-laws, not inconsistent with law, for the management of its property, the regulation of its affairs, and for the transfer of its stock, if any such stock there be ; for the forfeiture of stock not paid for, and for the disposi- tion of the proceeds thereof ; for the calling of regular, special and general meetings of the directors, managers and trustees of said corporation, and fixing the place or places where the same shall be held, and to provide for all other matters which may be regulated by by-laws, and from time to time to repeal, amend or reenact the same ; but every such by-law, and every repeal, amendment or reenactment thereof, unless in the mean- time confirmed at a general meeting of the company, duly called for that purpose, shall only have force until the next annual meeting of the company, and in default of confirmation thereof, shall, from that time only, cease to have force. The stockholders, or members of the corporation, may, at any general meeting, make by-laws, which shall not be rescinded by the directors, managers or trustees. 23. Only charter powers to be exercised.— 56. No corporation shall possess or exercise any corporate powers, except such as are conferred by law, and such as shall be neces- sary to the exercise of the powers so acquired. 24. Trustees to manage property and to be elected by members annually. Notice of meetings.— 57. The stock, if any, property and concerns of any corporation, for whose creation provision is made in this article, shall be managed by such number of trustees, directors or managers as its by-laws or charter shall prescribe, said number to be not less than four nor more than twelve, who shall respectively be citizens of the United States, and a majority of them citizens of this State; or if unnaturalized residents of this State, shall make oath that Maryland. 151 they intend to become citizens of the United States without unreasonable delay; and who shall, except the first year, be annually elected by the stockholders, where there are such, or by the shareholders or members, where there are no stock- holders, at such meeting, time and place, and after such notice as shall be directed by the by-laws of the corporation ; and the election shall, except in cases otherwise provided for herein, be made by such of the stockholders, shareholders or members, as the case may be, who shall attend for that purpose, either in person or by proxy ; and where no other notice is provided for by the by-laws, public notice of the time and place of holding such election shall be published not less than ten days previous thereto, in a newspaper printed nearest to the place where the principal office of said corporation in this State shall be located. 25. Vacancies among trustees, how filled. — 59. When any vacancy shall happen among the trustees, directors or man- agers, by death, resignation or otherwise, it shall be filled for the remainder of the year or other term, in such manner as may be provided by the by-laws of the said corporation. 26. Failure to elect trustees does not dissolve or invalidate. — 60. If it shall happen at any time that an election of trustees, directors or managers shall not be made on the day designated by the by-laws of the said corporation, the corpora- tion, for that reason, shall not be dissolved; but it shall be law- ful on any other day to hold such election in such manner as may be provided by the by-laws, and all acts of trustees or managers shall be valid as against such corporation until their successors shall be elected. 27. Corporations subject to future legislation. — 85. Every corporation formed under the provisions of this article, shall be subject to any and all provisions and regulations which may hereafter, by any change in or amendments of the laws of this State, be made applicable to such corporation. Religious Corporations. 28. How incorporated. — 205. In every church, society, or congregation, of whatever sect, order, or denomxination, known and acknowledged in the State, and protected in the free and full exercise of its religion by the constitution and laws thereof, there shall be sufficient power and authority in all per- sons above twenty-one years of age belonging to any such 152 Religious Corporations. church, society, or congregation, to elect, at their discretion, certain sober and discreet persons, not less than four nor more than twelve, which persons, so elected, upon being registered, as hereinafter directed, shall be constituted a body politic or corporate to act as trustees in the name and behalf of the par- ticular church, society, or congregation for which they are re- spectively chosen, and to manage the estate, property, interest, and inheritance of the same. 29. Powers. Limitation upon mortgage and income. — 206. The trustees so elected shall have perpetual succession by their name of incorporation, and shall be capable in law to purchase, take and hold to t^em and their successors in fee, or for a less estate, any lands, tenements or hereditaments, rents or annuities, goods or chattels within this State, by the gift, bargain, sale or devise of any person, body politic or corporate, capable of making the same, and to use or lease, mortgage or sell and convey the same in such manner as they may judge most conducive to the interests of their respective churches, societies or congregations; Provided^ That nothing herein shall authorize any sale, mortgages or other disposition of any prop- erty held by such corporation under any instrument prohibiting such sale; and Provided, The clear yearly income from the estate of any church, society, or congregation, exclusive of the rents of pews, collections in churches, funeral charges and the like, shall not exceed the sum of twenty thousand dollars 30. Succession to be by election and church usage. — 207. Every such body politic shall be chosen and the suc- cession kept up at such times and places as are ordinarily used for public meetings of the said church, society or congregation, and by such persons as are allowed to have a voice in the man- agement and direction of congregational or temporal concerns, according to the known custom and usage of their respective denominations ; or the said body politic or corporate shall be chosen, and the succession kept up, according to the rules, regulations, and practice that may have been heretofore adopted and agreed upon, or that shall be, at the first time of electing, agreed upon and adopted by any particular church, society, or congregation for directing or managing their congregational or temporal affairs. 31. Minister a naember of corporation. — 208. The min- ister for the time being, or senior minister, where there are Maryland. 153 more than one settled in any church, society, or congregation, shall always, in virtue of his ministry, be a member of the body politic or corporate belonging to the same, exclusive of the number heretofore prescribed in section 205. 32. Contests to be settled by arbitration. — 209. If any contest shall arise in any church, society or congregation, about the right of voting, or whether the election has been fairly conducted, agreeably to the true intent and meaning of this article, the parties contending shall each of them choose one discreet and reputable person from amongst the members or trustees of some neighboring congregation or society of the same religious persuasion, if any such there be, and if none such, then of any other religious society, which two persons shall choose a third, qualified in like manner, and the said three persons shall meet at the place where the difference has arisen, and hear and determine upon the matter; and their judgment or award, or the judgment or award of a majority of them, cer- tified under their hands and seals to the contending parties, shall be final. 33. Qualifications of voters and officers. Name. — 210. At the first election or appointment of every body politic or corporate aforesaid, every church, society or corporation as- sembled as already directed, shall determine on their plan, agreement or regulation, specifying distinctly the time and man- ner of electing trustees, and the manner in which the succes- sion shall be perpetuated, and containing an exact description of the qualifications of the persons severally electing and elected, and to elect and to be elected thereafter, and also the name, style or title of the corporation by which it shall there- after be known, and the name of the church, society or congre- gation choosing the same. 34. Plan to be acknowledged and certified. — 211. The said plan, agreement, or regulation shall be entered in the book hereinafter required by section 214 to be kept by every such corporation, and the same shall be acknowledged by the trustees, or a majority of them, before, and certified by two justices of the peace of the county or city in which the said church, congregation, or society, or the greatest number of the members thereof shall reside; or the same may be acknowl- edged before and certified by a judge of the circuit court or of the supreme bench of Baltimore city. 154 Religious Corporations. 35. Plan to be filed with clerk of court. — 212. The plan or agreement, so acknowledged and certified, shall be filed by the said trustees with the clerk of the circuit court for the county where the said church, society, or congregation, or the greater part of the members thereof reside, or the clerk of the superior court of Baltimore city, if they or the greater part of the members reside in the city of Baltimore, within six months after such acknowledgment shall be made ; and the same shall be recorded at the expense of the corporation, in a book to be kept for that special purpose. 36. Amendments, how secured. — 213. If any change shall be made in the original plan, by authority of the congre- gation, such change shall, in the same manner, be acknowledged and recorded. 37. Meetings. Quorum. Record. By-laws. — 214. Every such corporation may appoint the times and places of the meeting of its members, and the number necessary to con- stitute a quorum, and shall provide and keep a good and suffi- cient record book, and cause therein to be registered all their proceedings, subject at all times to the inspection of the several members of the church, society, or congregation ; and the same shall be laid before a public meeting when required by any five or more of the members; and the said trustees, or a majority of them, shall have full power to frame such rules and ordi- nances for conducting their concerns as may be necessary and convenient for accomplishing the end of their institution. 38. Withdrawing members authorized to form new corporation. — 215. When any number of persons belonging to any church or congregation, sufficient to build a church or house of worship, and maintain a minister, shall choose to sep- arate from the church or congregation of which they have hitherto been a part, and to erect a house of worship, and employ a minister for themselves, it shall be lawful for them to do so ; and they shall by their respective name or style be entitled to all the benefits of this article relating to their incor- poration; Provided only, That all arrearages, debts and engage- ments contracted, due or becoming due, while members of the former society, shall be discharged. 39. Trustees to convey lands to corporation.— 216. The person or persons holding lands or goods and chattels in trust for any particular church or society, shall convey the same Maryland. 155 to the corporation of such particular church or society as soon as the same shall be formed under this article. Dissolution of Corporations.* 40. Majority vote of members. Bill to be filed.— 265. Whenever the directors, trustees or managers of any cor- poration, or a majority of them, shall, for any reason, deem it beneficial for the interests of the stockholders or others inter- ested in said corporation, that the same should be dissolved, they shall call a general meeting of the stockholders, share- holders or members of the corporation at such time and place, and after such notice as the by-laws of said company shall prescribe for that purpose; and if at such general meeting a majority in interest of all the stockholders in any corporation having a capital stock, or a majority of the shareholders or members in other class of corporations, shall, by their votes, declare their wish that said corporation shall be dissolved, a bill for its dissolution shall forthwith be filed, in the name of said corporation and on its behalf, in the circuit court of Baltimore city, if its principal office or place of business be in said city, or in the circuit court for the county in which its principal office or place of business may be situated. 41. Contents of bill. — 266. Every such bill shall con- tain a statement of the reasons why the dissolution of the said corporation is prayed for and sought; and there shall also be filed with it : 1. A full and true inventory of all the assets of such cor- poration, and of all the books, securities, and vouchers relating thereto. 2. A true account of the capital stock of such corporation, and a list of all the stockholders, their residences, and the num- ber of shares belonging to each, the amount paid on each of said shares, and the amount still due. 3. A statement of all the incumbrances on the property of the corporation, and a full list of all its creditors and their respective residences, and the amount due to each. All of the said statements shall be verified by the oath or affirmation of either the president, treasurer, secretarj'-, or some other chief officer, or of some stockholder of the said corporation. 42. Order of court, to show cause. — 267. Upon the filing of said bill, accompanied by the aforesaid papers, the * The omitted sections relate taainly to corporations for profit. 156 Religious Corporations. court shall pass an order requiring all persons interested in such corporations, to show cause, if any they have, why such corpo- ration should not be dissolved, on or before a certain day to be named in said order, which order shall be published for such time as the court shall direct, in some newspaper published in the county, or city of Baltimore, as the case may be, in which such court is held ; and upon any answer being filed to the said bill, by any creditors or stockholders of such corporation, the court may authorize evidence to be taken, on application of the plaintiffs or defendants, in the manner usual in courts of equity. 43. Decree of court. Who may be receivers. — 268. If the court shall, upon consideration of the bill, or of the bill, answers and proof, if any answers have been filed or proof taken, be of opinion that the corporation is insolvent, or that for any reason a dissolution of the said corporation will . be beneficial to the stockholders, and not injurious to the public interests, a decree shall be entered dissolving the said corpora- tion, and appointing one or more receivers of its estate and effects, and such corporation shall thereupon be dissolved ; any of the directors, trustees, managers or other officers, or any of the stockholders of any corporation, may be appointed its re- ceivers, or such other person or persons as the courts may select. 44. Receivers, powers of. — 269. Where receivers of the estate or effects of any corporation shall be appointed by a court, upon or before the dissolution of any corporation, they shall be vested with all the estate and assets of every kind be- longing to such corporation, from the time of their qualifying as receivers, and shall be trustees thereof for the benefit of the creditors of such corporation and its stockholders ; and they shall proceed to wind up the affairs of such corporation, under the direction of the court by which they shall have been ap- pointed, and shall have all powers which shall be necessary for that purpose. 45. Article XXm applicable to all corporations.— 303. All corporations heretofore formed under the general laws of this State, relating to corporations, or under any special laws, are hereby declared to be entitled to the benefit of and to be subject to all the regulations in this article contained, for the government of the corporations herein referred to, so far as the Maryland. 157 same be applicable to said several corporations heretofore formed as aforesaid; and shall also have the benefit and be subject to the processes, remedies or proceedings by this article author- ized to be taken by or against the corporations herein referred to, so far as the same be applicable to the several corporations heretofore formed as aforesaid. Particular Denominations. 46. Section 217, Art. xxiii, makes provision for the incor- poration of parishes of the Protestant Episcopal Church. MASSACHUSETTS. CONSTITUTIONAL AMENDMENT. Article XI. (In effect, Nov. ii, 1833.) 1. Powers of churches. Rights of members. — Instead of the third article of the bill of rights, the following modifica- tion and amendment thereof is substituted : "As the public worship of God and instructions in piety, religion, and morality, promote the happiness and prosperity of a people, and the security of a Republican government ; there- fore, the several religious societies of this Commonwealth, whether corporate or unincorporate, at any meeting legally warned and holden for that purpose, shall ever have the right to elect their pastors or religious teachers, to contract with them for their support, to raise money for erecting and repairing houses for public worship, for the maintenance of religious instruction, and for the payment of necessary expenses; and all persons belonging to any religious society shall be taken and held to be members, until they shall file with the clerk of such society a written notice, declaring the dissolution of their mem- bership, and thenceforth shall not be liable for any grant or contract which may be thereafter made, or entered into by such society; and all religious sects and denominations, demeaning themselves peaceably, and as good citizens of the Common- wealth, shall be equally under the protection of the law; and no subordination of any one sect or denomination to another shall ever be established by law. PUBLIC STATUTES, 1882, SUPPLEMENT, 1888. (With amendments to 1895.) Title IX. Chap. XXXVIII. Of Parishes and Religious Societies. General Provisions. 2. Religious societies to be bodies corporate. Powers and rights confirmed. — i. Every religious society (15S) Massachusetts. 159 established or organized by virtue of any statute shall be and continue a body corporate with the powers given to corporations by chapter one hundred and five,* and the powers, privileges, liabilities, and duties set forth in this chapter; but the provi- sions of this chapter shall not enlarge or diminish the powers of taxation enjoyed by any religious society by virtue of a special law or act of incorporation, nor impair the existing rights of property of any territorial parish. 3. Existing societies, status of. — 2. Religious societies, whether corporate or incorporate, shall continue to have and enjoy their existing rights, privileges, and immunities, except so far as the same may be limited or modified by the provisions of this chapter. 4. Privileges of churches connected with religious societies. — 3. The respective churches connected and associ- ated in public worship with such religious societies shall con- tinue to have, exercise, and enjoy all their accustomed privi- leges and liberties respecting divine worship, church order, and discipline, and shall be encouraged in the peaceable and regular enjoyment and practice thereof. 5. Membership and its liabilities. — 4. Persons belong- ing to a religious society shall be held to be members thereof until they file with the clerk a written notice declaring the dis- solution of their membership, but after filing such notice they shall not be liable for any grant or contract thereafter made or entered into by such society. No person shall be made a mem- ber of such a society without his consent in writing. 6. By-laws. — 5. A religious society may make by-laws not repugnant to the laws of the commonwealth, and may in such by-laws prescribe the manner in which persons may become members. 7. Women and non-residents may be admitted as members. — 6. A religious society may admit to membership women, who shall have all the rights and privileges of men, and a territorial parish may admit to membership persons not residents of its territory. 8. None but members to vote — 7. No person shall have a right to vote in the affairs of a religious society unless he is a member thereof. * See p. 168. 15 i6o Religious Corporations. 9. Annual meeting. OflEicers to be chosen. — 8. The qualified voters of every parish and incorporated religious society shall hold an annual meeting in the month of March or April, or at such other time as they may prescribe by their by-laws, and, if the by-laws do not otherwise determine, at a time and place appointed by their assessors or standing com- mittee ; and at such meeting they shall choose a moderator, clerk, two or more assessors, a treasurer, a collector, and such other officers as they may think necessary, all of whom, except the moderator, shall continue in office till the next annual meet- ing and till others are chosen and qualified in their stead. 10. Moderator, clerk, etc., how chosen. — 9. Moder- ators of meetings held for the choice of officers shall be elected by ballot. Clerks, assessors, treasurers, and collectors shall be elected by ballot, and shall be sworn. Other officers may be elected in such mode as the society may determine. 11. Prudential affairs, who to manage. — 10. The pru- dential affairs of such societies shall be managed by their asses- sors or by a standing committee specially appointed for that purpose ; and the assessors or committees shall have like au- thority for calling meetings as selectmen have for calling town meetings. 12. When justice may call meeting.— u. If there are no assessors or committee, or if such officers unreasonably re- fuse to call a meeting, a justice of the peace may, upon the ap- plication of five or more qualified voters, call a meeting in the manner provided in section twenty-five. 13. Warrant for meeting, what to contain.— 12. The assessors or committees shall insert in their warrant for calling a meeting any matter the insertion of which five or more quali- fied voters of the society may in writing request. Nothing acted upon at a meeting shall have any legal operation, unless the subject-matter thereof was inserted in the warrant for such meeting. 14. Meetings, how warned.— 13- Meeting shall be warned in the manner provided by any by-law or vote of the society, or, when no provision is made, in such manner as the assessors or standing commitiee in their warrant for such meet- ing may direct. Massachusetts. i6i 15. Who to preside. Officers, how sworn. — 14. The clerk, or if there is no clerk, or he is absent, one of the asses- sors or of the standing committee shall preside in the choice of a moderator, and a clerk may then be chosen, either pro tempore or to fill the vacancy, as the case may require. The moderator may administer the oath of office to the clerk, and the clerk to the assessors, treasurer, and collector, or said oaths may be ad- ministered by a justice of the peace; and such oaths shall be substantially the same as is required to be taken by the clerk, assessors, and collectors of towns. 16. Moderator's powers. Disorderly conduct, how punished. — 15. The moderator shall have the same power as the moderator of a town meeting; and persons guilty of dis- orderly behavior at a meeting of a religious society shall be sub- ject to the penalties and punishments provided for like offenses in town meetings. 17. Choice of collector. — If the person chosen collector is present and accepts the office, he shall forthwith be sworn. If not present, he shall be summoned to take the oath by a con- stable or by any person whom the clerk or assessors may ap- point for the purpose. Upon the refusal or neglect of a person present to accept such office at the time, or upon the neglect of a person so summoned, for the space of seven days, to appear and take the oath, the society shall proceed to a new choice; and so from time to time until some person accepts and is sworn. 18. Filling of vacancies. — ^17. Vacancies in any of the annual offices, occurring after the annual meeting, may be filled at any other legal meeting. 19. Objects for which money may be raised. — 18. The qualified voters of a religious society may at the annual meeting or at any other meeting regularly notified seven days at least before the holding thereof, grant and vote such sums of money as they judge necessary for the settlement, maintenance, and support of ministers or public teachers of religion ; for the building or repairing of houses of public wor- ship; for sacred music; for the purchase and preservation of burial grounds ; and for all other necessary parish charges ; and all sums so voted shall be assessed on the polls and estates of ail the members of the society in the same manner and propor- tion as town taxes are by law assessed. i62 Religious Corporations. 20. Taxes to be assessed on property.— 19. The as- sessors shall assess the taxes upon the property (not exempted by law from taxation) of all the members of the society, in- cluding their real estate within the cominon wealth, in what- ever part thereof it may be situated, and their personal estate wherever the same may be ; and no citizen shall be liable to pay a tax for the support of public worship, or for other parish charges to a society other than that of which he is a member. 21. Corporations and trusts not to be taxed. — 20. No corporation shall be taxed for any parochial purpose, nor shall any person be taxed in a religious society for property held by him as guardian or trustee. 22. Collection of taxes. — 21. A religious society may appoint its treasurer collector of taxes; and such collector shall have like powers and proceed in like manner in enforcing the collection of such taxes, after the expiration of the time fixed by the society for the payment thereof, as is provided in chap- ter twelve for the collection of taxes by collectors of towns ; and a society may authorize its treasurer and collector to make an abatement of such sum as it may agree upon at its annual meet- ing to those who make voluntary payment of their taxes within such periods as may be determined by the society. 23. Pews may be taken down or house sold.* — 22. A religious society, when it deems it necessary for building a new house, or of altering, enlarging, removing or rebuilding its house already built, may under the regulation of sections thirty- six and thirty-seven take down any pews therein or sell the house. 24. Parishes are societies. — 23. The terms "religious society" and "society" in the preceding sections shall include parishes. Organization of Religious Societies as Corporations. 25. How incorporated. Powers. — 24. A religious society that is not incorporated, may, if it contains ten or more qualified voters, organize and become a corporation, with the powers, privileges, duties, and liabilities of such societies, and may hold so much real and personal estate as may be necessary for the objects of such organization, and no more. 26. Mode of calling first meeting.— 25. Any justice of the peace may, upon application in writing by five or more of * See Nos. 37, 38, p. 165. Massachusetts. 163 the qualified voters of such society, issue his warrant directed to some one of the applicants, stating the objects of the proposed meeting, and requiring him to warn the qualified voters of the society to meet at a time and place appointed in the warrant; and such warrant may be served by posting an attested copy thereof on the principal outer door of the meeting-house of such society, or by leaving such copy with, or at the last and usual places of abode of the qualified voters of the society seven days at least before such meeting; and, upon due return thereof, the same or any other justice of the peace may preside at the meet- ing for the choice and qualification of a clerk, who shall enter at large upon the records of the society the proceedings had in the organization thereof ; and the society may thereupon proceed to choose a moderator and to do such other things as parishes are by law authorized to do at their annual meetings; Provided^ the subject matter thereof is inserted in the warrant. 27. Application to justice. Organization secures in- corporation.— 26. Any ten or more persons, male or female, who desire to form a religious society, may make for that pur- pose an application in writing to a justice of the peace, and such justice may thereupon issue his warrant directed to one of the applicants stating the objects of the proposed society, and re- quiring him to warn said persons to meet at a time and place appointed in the warrant. The warrant shall be issued, sei"ved, and executed, and the meeting held in the manner and for the purposes set forth in the preceding section, and such persons, upon complying with the provisions of said section, shall be- come a corporation under a name to be assumed at such meet- ing, and with all the powers, rights, and privileges, and subject to all the duties, limitations, and restrictions, relating to religious societies. Corporations of Proprietors of Meeting-houses, 28. How incorporated. Powers. — 27. Persons owning or proposing to build a house of public worship may organize themselves in the same manner as religious societies are author- ized to do b)^ the provisions of this chapter, and shall thereupon become a corporation with and subject to the powers, privileges, duties, restrictions, and liabilities set forth in chapter one hun- dred and five * and in the following sections. *See p. 168. i64 Religious Corporations. 29. Amount of estate which may be held. — 28. Every such corporation may hold so much real and personal estate, in addition to its meeting-house, as may be necessary for its objects, and no more, and the annual income thereof shall be applied to parochial purposes. 30. Copy of record to be left with town clerk. — 29. The clerk of every such corporation shall, within ten days after the meeting at which it was organized, leave with the clerk of the town or city in which its house of worship is situated, or is about to be built, a true copy of the record of the proceedings at such meeting. If he fails to do so, the organization shall be void. Such copy shall be recorded by the clerk receiving it in a book kept for the purpose, and for recording the same he shall receive the fee to which registers of deeds are entitled for like services. 31. Money may be voted for alterations.— 30. When such corporation deems it expedient to alter, enlarge, repair, re- build, or remove its house, or to build a new one, it may, at a legal meeting called for the purpose, vote such sums of money as it may judge necessary for such purpose and for the purchase of the land necessary therefor. . 32. Any religious society may raise money for alterations. — 31. Any religious society established under a special act of incorporation shall have the powers set forth in the preceding section, anything contained in its act of incorpo- ration, or in any act in amendment thereof, or in section one of this chapter, to the contrary notwithstanding. 33. Meeting to vote alterations, how called. — 32. A meeting for any of the purposes mentioned in section thirty may be called in the manner prescribed in the by-laws or votes of the corporation, or by a warrant issued by the justice of the peace on application in writing by any five of the members of the corporation, which warrant shall be directed to one of the applicants; or such meeting may be called by a notification by the clerk of the corporation, who shall warn a meeting on a like application to him; and in either case the meeting may be warned by notification served as provided in section twenty- five. 34. Assessment and collection of money. — 33. Money voted by such a corporation may be assessed on the pews in its meeting-house, and the assessment may be committed to its Massachusetts. 165 treasurer, who shall forthwith give notice by posting up an ad- vertisement at the principal outer door of the meeting-house, stating the completion of such assessment and the day of the delivery thereof to him ; and if any part of the taxes so assessed remains unpaid for three months thereafter, the treasurer shall forthwith collect the same by sales at public auction of the pews whereon such taxes remain unpaid. 35. Sale of pews for non-payment of assessments. — 34. The treasurer shall, at least three weeks before the time of the sale of a pew for taxes, post up a notification of the in- tended sale on the principal outer door of the meeting-house, setting forth the number of the pew, if any; the name of the "owner or occupant, if known ; and the amount of the tax due thereon; and if any part of said tax remains unpaid at the time, the treasurer shall sell the pew by public auction to the highest bidder, and shall execute and deliver to the purchaser a sufficient deed of conveyance. The money arising from the sale, beyond the taxes and reasonable incidental charges, shall be paid by the treasurer to the former owner of the pew or to his assigns. 36. AflBdavit of notice of sales made evidence. — 35. An affidavit, annexed to an original notification or to a copy thereof, made before a justice of the peace, and recorded on the records of the corporation within six months after the sale, shall be allowed as one mode of proof of the posting up of such notification. 37. House may be sold or pews taken down.— 36. Such a corporation, for the purpose of building a new house, or of altering, enlarging, repairing, rebuilding, or removing its house already built, may sell its house or take down any pews therein, the pews taken being first appraised by three or more disinterested persons chosen for that purpose. The pews newly erected shall be sold by the treasurer of the corporation by pub- lic auction to the highest bidder, and deeds thereof shall be given in like manner as when pews are sold for the payment of taxes. The money arising from such sale shall be apphed, so far as may be necessary, to paying the appraised value of the pews taken down, and the deficiency, if any, shall be paid by the corporation within thirty days after the sale. 38. When pew-owner not entitled to compensation. — 37. Nothing contained in the preceding section shall entitle 1 66 Religious Corporations. a person to compensation for a pew taken down, when the house in which it is, is unfit for public worship. 39. Assessments on pews in houses built after 1845. — 38. Such a corporation may assess upon the pews in a church or meeting-house which it has erected or procured for public worship since the twenty-fifth day of March in the year eighteen hundred and forty-five, according to a valuation of said pews previously agreed upon and recorded by the clerk, sums of money for the support of public worship and other parochial charges, and for the repairs of the house. Such assessments may be collected in the manner provided in sections thirty-three and thirty-four.* 40. Assessments on pews in houses built prior to 1845. — 39. Such a corporation which had erected or procured such house prior to the twenty-fifth day of March, eighteen hundred and forty-five may avail itself of the provisions of the preceding section, if the consent of all the pew owners is obtained, or if two-thirds of the members present and voting at a regular meeting called for that purpose so determine. 41. Pews to be purchased at appraisal. — 40. A cor- poration which votes to avail itself of the provisions of section thirty-eight, shall upon the application of a person owning one or more pews in its house, within one year after said vote, pur- chase such pews at an appraised value to be determined by three disinterested persons, to be chosen, one by the pew-owner, one by the corporation, and the third by the two persons thus chosen. 42. Powers, etc., of corporations which comply with preceding sections.— 41- A corporation complying with the requisitions of the two preceding sections shall be entitled to the privileges and subject to the liabilities incident to those corporations which have erected or procured meeting- houses for public worship since the twenty-fifth day of March in the year eighteen hundred and forty-five. 43. Pews to be personal estate.— 42. Pews shall be personal estate, but this provision shall not affect any existing right of dower. 44. All corporate powers subject to alteration. — 51. All corporate powers granted to any religious corporation shall be subject to alteration or repeal by the general court. * See Nos. 34 and 35, pp. 1^4. 1^5- Massachusetts. 167 Chap. XXXIX. Ok Donations and Conveyances for Pious and Charitable Uses. 45. Deacons, church wardens, etc., made bodies corporate. — i. The deacons, church wardens, or other simi- lar officers of churches or religious societies, and the trustees of the Methodist Episcopal churches, appointed according to the discipline and usages thereof, shall, if citizens of this com- monwealth, be deemed bodies corporate for the purpose of taking and holding in succession all grants and donations, whether of real or personal estate, made either to them and their successors, or to their respective churches, or to the poor of their churches. 46. Ministers, when to be joined in body corpo- rate.— 2. When the ministers, elders, or vestry of a church are, in the grants or donations mentioned in the preceding sec- tion, joined as donees or grantees with the deacons or church wardens, such officers and their successors, together with the deacons or church wardens, shall be deemed the corporation for the purposes of such grants and donations. 47. Ministers may take in succession any parsonage land. — 3. The ministers of a church or religious society, if a citizen of this commonwealth, shall be capable of taking in succession any parsonage land granted to the minister and his successors, or to the use of the ministers, or granted by any words of like import ; and may prosecute or defend in any action touching such land. 48. Conveyance not vaUd without consent of church, etc. — 4. No conveyance of the lands of a church shall be effectual to pass the same, if made by the deacons with- out the consent of the church or of a committee of the church appointed for that purpose, or if made by the church wardens without the consent of the vestry, or if made by the trustees of the Methodist Episcopal Church without the consent of the quarterly conference. 49. Conveyance by minister, when valid. — 5. No conveyance by a minister of lands held by him in succession shall be valid any longer than he continues to be such minister, unless such conveyance is made with the consent of the town, parish, or religious society of which he is a minister, or unless he is the minister of an Episcopal church and makes the con- veyance with the consent of the vestry. i68 Religious Corporations. 50. Committees of audit with deacons. Suits against deacons. — 6. The several churches, other than those of the Episcopal denomination, may choose committees to settle the accounts of the deacons and other church officers, and, if necessary, to commence and prosecute suits in the name of the church against such deacons or other officers touching the same. 51. Limit upon income. — 7. The income of the grants or donations made to or for the use of any one church shall not exceed two thousand dollars a year, exclusive of the income of any parsonage lands granted to or for the use of the ministry. 52. Unincorporated societies may hold donations and elect trustees. — 9. Unincorporated religious societies shall have like power as incorporated societies to manage, use and employ according to its terms and conditions any donation, gift or grant made to them; they may elect suitable trustees, agents, or other officers therefor, and may sue for any right which may vest in them in consequence of such donation, gift, or grant ; for which purposes they shall be corporations. 53. Any societies may appoint trustees and make rules. Vacancies. — 10. Incorporated and unincorporated religious societies may appoint trustees, not exceeding five in number, to hold and manage trust funds for their benefit, who shall hold their offices for three years and until others are ap- pointed in their stead. At or before the time of the first ap- pointment of such trustees the society may establish rules and regulations for their government, which shall be considered as of the nature of a contract, and not subject to alteration or amend- ment except by all the trustees in office at the time and by a two-thirds vote of the society interested therein, and in case of a vacancy, by the death of a trustee or otherwise, the society may fill such vacancy at its next annual meeting or at a special meeting called for that purpose. Title XV. Of Corporations. Chap. CV. Of Certain Powers, Duties, and Liabilities of Corporations. 54. Chap. CV applies to all corporations. — i. The provisions of this chapter, unless expressly limited in their ap- plication, shall apply to all corporations organized under or by the laws of this commonwealth, except so far as they are incon- Massachusetts. 169 sistent with other provisions of these statutes concerning par- ticular classes of corporations. 55. Existing corporations, status of. — 2. Corpora- tions now existing shall continue to exercise and enjoy their powers and privileges according to their respective char- ters and to the laws now in force, and shall continue sub- ject to all the liabilities to which they are now subject, except so far as said powers, privileges, and liabilities are modified and controlled by the provisions of these statutes ; and all corpora- tions organized under general laws shall be subject to such laws as may be hereafter passed, and applicable thereto. 56. Acts of incorporation since 1831 subject to alteration. Rights and reservations.— 3. Every act of incorporation passed after the eleventh day of March in the year eighteen hundred and thirty-one shall be subject to amend- ment, alteration, or repeal at the pleasure of the general court: but the corporation, notwithstanding such repeal, shall be subject to the provisions of sections forty-one and forty-two;* and such amendment, alteration, or repeal shall not take away or impair any other remedy which may exist by law consist- ently with those sections against the corporation, its members or officers, for a liability previously incurred. 57. Powers. — 4. Every corporation, where no other pro- vision is specially made, may in its corporate name sue and be sued, appear, prosecute, and defend to final judgment and exe- cution ; have a common seal, which it may alter at pleasure ; elect in such manner as it may determine all necessary officers, fix their compensation, and define their duties and obligations ; and make by-laws and regulations consistent with law, for its own government, the due and orderly conducting of its affairs, and the management of its property. 58. By-laws. — 5. Every corporation may by its by-laws, where no other provision is specially made, determine the manner of calling and conducting its meetings ; the number of members that shall constitute a quorum ; . . . . the tenure of office of the several officers ; and may annex suitable penalties to such by-laws, not exceeding twenty dollars for one offense ; but no by-law shall be made by a corporation repugnant to law or to its charter. *See Nos. 64 and 65, pp. 170,171. 17° Religious Corporations. 59. May convey lands.— 6. Every corporation may convey lands to which it has a legal title. 60. Time-limit for organization.— 8. A corporation created by charter, if no time is limited therein, shall be organ- ized within two years from the passage of its act of incorpora- tion. 61. When and how justice may call a meeting. — II. When by reason of the death, absence, or other legal im- pediment of the officers of a corporation there is no person duly authorized to call or preside at a legal meeting, a justice of the peace may, on a written application of three or more of the members, issue a warrant to either of them, directing him to call a meeting by giving such notice as had been previ- ously required by law ; and the justice may in the same warrant direct such person to preside at the meeting until a clerk is duly chosen and qualified, if no officer is present legally author- ized to preside. 62. Powers of corporation at special meeting. — 12. A corporation when so assembled may elect officers to fill all vacancies, and act upon such other business as may by law be transacted at a regular meeting. 63. How dissolution may be secured. — 4°- When a majority in number or interest of the members of a corpora- tion desire to close its concerns, they may apply by petition to the supreme judicial court, setting forth in substance the grounds of their application, and the court, after due notice to all parties interested and a hearing, may for reasonable cause decree a dissolution of the corporation. A corporation so dis- solved shall be deemed and held extinct in all respects as if its corporate existence had expired by its own limitation. 64. Existence of dissolved corporation continued for three years.^ — 41. Every corporation whose charter expires by its own limitation or is annulled by forfeiture or otherwise, or whose corporate existence for other purposes is terminated in any other manner, shall nevertheless be continued as a body corporate for the term of three years after the time when it would have been so dissolved, for the purpose of prosecuting or defending suits by or against it, and enabling it gradually to close and settle its concerns, to dispose of and convey its prop- erty, and to divide its capital stock, but not for the purpose of continuinof the business for which it was established. Massachusetts. 171 65. Receivers may be appointed. — 42. When the charter of a corporation expires or is annulled, or the corpora- tion is dissolved as provided in section forty,* or its corporate existence for other purposes is terminated in any other manner, the supreme judicial court, on application of a creditor, stock- holder, or member, at any time within said three years, may appoint one or more persons to be receivers to take charge of its estate and efiEects, and to collect the debts and property due and belonging to it; with power to prosecute and defend suits in its name or otherwise, to appoint agents under them, and to do all other acts which might be done by such corporation, if in being, that are necessary for the final settlement of its unfin- ished business. The powers of such receivers may be continued as long as the court deems necessary for said purposes. 66. Jurisdiction of court. — 43. The court shall have jurisdiction in equity of the application and of all questions arising in the proceedings thereon ; and may make such orders, injunctions, and decrees therein as justice and equity require. 67. Receivers, powers and duties. — 44- The receivers shall pay all debts due from the corporation, if the funds in their hands are sufficient therefor; and if not, they shall distribute the same ratably among the creditors who prove their debts in the manner directed by any order or decree of the court for that purpose. If there is a balance remaining after the pay- ment of the debts, the receivers shall distribute and pay it to and among those who are justly entitled thereto as having been stockholders or members of the corporation, or their legal rep- resentatives. 68. Decree of dissolution to be reported to secretary of commonwealth. — 45. When a corporation is dissolved by the supreme judicial court, the clerk of the courts for the county in which the decree or order for dissolution is made shall forth- with make return thereof to the secretary of the commonwealth, giving the name of the corporation dissolved, and the date upon which such order or decree was made. Chap. CVI. Formation of Corporations.! 69. Notice of meeting. — 18. The first meeting shall be called by a notice signed by one or more of the subscribers to such agreement, stating the time, place, and purpose of the *See No. 63, p. 170. t See Nos. 75 and 77, Sections 4 and 6, p. 174. 172 Religious Corporations. meeting-, a copy of which notice shall, seven days at least before the day appointed for the meeting, be given to each subscriber, or left at his usual place of business or place of residence, or deposited in the post-office, post-paid, and addressed to him at his usual place of business or of residence. And whoever gives such notices shall make affidavit of his doings, which shall be recorded in the records of the corporation. 70. Organization, how effected. By-laws, — 20. At such first meeting, including any necessary or reasonable ad- journment, an organization shall be effected by the choice by ballot of a temporary clerk, who shall be sworn, and by the adoption of by-laws, and the election, in the manner provided in section twenty-four, of directors, treasurer, clerk, and such, other officers as the by-laws may provide ; but at such first meet- ing no person shall be eligible as a director who has not sub- scribed the agreement of association. The temporary clerk shall make and attest a record of the proceedings until the clerk has been chosen and sworn, including a record of such choice and qualification. 71. Certificates of organization and incorporation. — 21. The president, treasurer, and a majority of the directors, shall forthwith make, sign, and swear to a certificate setting forth a true copy of the agreement of association with the names of the subscribers thereto, the date of the first meeting, and the successive adjournments thereof, if any, and shall sub- mit such certificate and also the records of the corporation to the commissioner of corporations, who shall examine the same, and who may require such other evidence as to the facts of the case as he may judge necessary. The commissioner, if it ap- pears that the requirements of the preceding sections prelimi- nary to the establishment of the corporation have been com- plied with, shall certify that fact and his approval of the cer- tificate by indorsement thereon. Such certificate shall there- upon be filed by said officers in the office of the secretary of the commonwealth, who, upon payment of the fee hereinafter pro- vided,* shall cause the same with the indorsement thereon to be recorded, and shall thereupon issue a certificate in the following form: Commonwealth of Massachusetts. Be it known that whereas (here the names of the sub- scribers to the agreement of association shall be inserted) have *See No. 75, p. 174. Massachusetts. 173 associated themselves with the intention of forming a corpora- tion under the name of (here the name of the corporation shall be inserted), with a capital of (here the amount of capital fixed in the agreement of association shall be inserted), and have complied with the provisions of the statutes of this common- wealth in such case made and provided, as appears from the cer- tificate of the president, treasurer, and directors of said corpo- ration, duly approved by the commissioner of corporations and recorded in this office : now, therefore, I (here the name of the secretary shall be inserted), secretary of the Commonwealth of Massachusetts, do hereby certify that said (here the names of the subscribers to the agreement of association shall be in- serted), their associates and successors, are legally organized .and established as and are hereby made an existing corporation under the name of (here the name of the corporation shall be inserted), with the powers, rights, and privileges, and subject to the limitations, duties, and restrictions, which by law apper- tain thereto. Witness my official signature hereunto sub- scribed, and the seal of the Commonwealth of Massachusetts hereunto affixed, this day of in the year . (In these blanks the day, month, and year of execution of the cer- tificate shall be inserted.) The secretary shall sign the same and cause the seal of the commonwealth to be thereto affixed, and such certificate shall have the force and effect of a special charter, and shall be con- clusive evidence of the existence of such corporation. He shall also cause a record of such certificate to be made, and a certified copy of such record may be given in evidence with like effect as the original certificate. 72. Elections of officers. Agents. — 24. The directors, clerk, and treasurer shall be chosen annually by the stockhold- ers by ballot, and shall hold their offices for one year and until others are chosen and qualified in their stead. The manner of the choice or appointment of all other agents and officers, and the manner of filling all vacancies, shall be prescribed by the by-laws. Chap. CXV. Of Associations for Charitable, Educa- tional AND Other Purposes. 73. How incorporated. — i. Seven or more persons within this commonwealth, who associate themselves together by such an agreement in writing as is hereinafter described, 174 Religious Corporations. with the intention of forming a corporation for any of the pur- poses hereinafter specified, upon complying with the provisions of section four shall be and remain a corporation. 74. Purposes. — 2. Such association may be formed for any educational, charitable, benevolent, or religious purpose. 75. Contents of agreement. — 3. The agreement shall state that the subscribers thereto associate themselves with the intention of forming a corporation, the name of the corpora- tion, the purpose for which it is formed, the town or city, which shall be in this commonwealth, in which it is located, and, if it has a capital stock, the amount thereof, and the number and par value of its shares, which par value may be either twenty-five, fifty or one hundred dollars. The name shall be one not previously in use by an existing corporation, shall indicate that it is a corporation or company, and shall be changed onl)' by act of the general court. 76. Organization. Fee. — 4. The associates shall meet for organization, organize, and certify their organization in the manner provided for manufacturing corporations by sections eighteen, twenty, and twenty-one of chapter one hundred and six ;* and the commissioner of corporations and the secretary of the commonwealth, upon the payment of a fee of five dollars to the secretary, shall perform in respect to corporations organ- ized under this chapter, the acts required of them in respect to manufacturing corporations by said section twenty-one ; and the certificate of incorporation shall be in the same form, except as modified in accordance with section sixf of this chapter, and shall have the same legal force and effect, as the certificates issued under said section twenty-one. 77. By-laws. — 5. The corporation may prescribe by its by-laws the manner in which and the officers and agents by whom the purposes of its incorporation may be carried out. 78. May have trustees instead of directors. — 6. The corporation may have, instead of a board of directors, a board of trustees, managers, or executive committee, prudential com- mittee, wardens and vestry, or other officers with the powers of directors; and its certificate of organization may be made, signed, and sworn to by its presiding, financial, and recording officers, and a majority of its other officers having the powers of directors; and the certificate issued by the secretary under *See Nos. 69, 70, 71, pp. 171, 172. fNo. 78, p. 174. Massachusetts. 175 the provisions of section four shall be modified to correspond with the facts in each case. 79. May hold property, and receive gifts. Limit upon property. — 7. The corporation may hold real and per- sonal estate, and may hire, purchase, or erect suitable buildings for its accommodation, to an amount not exceeding five hundred thousand dollars, to be devoted to the purposes set forth in its agreement of association, and may receive and hold in trust or otherwise funds received by gift or bequest to be devoted by it to such purposes. 80. Existing corporations may adopt provisions of this chapter. — 13. Nothing contained in this chapter shall affect the existence of any association or corporation formed before the twenty-seventh day of July in the year eighteen hundred and seventy-four, under the provisions of any statute, for any of the purposes mentioned in section two ; and any such corporation may, at a meeting called for the purpose, vote to adopt the provisions of this chapter, and, upon so voting and complying with the provisions of this section, shall have the powers and privileges and be subject to the duties and obliga- tions of corporations formed under this chapter. After so voting, the corporation may present to the commissioner of corporations a certificate signed and sworn to by its presiding, financial, and recording officers, and a majority of its other officers having the powers of directors, setting forth a copy of its agreement of association and of said vote and the date of the meeting at which the vote was adopted, and may present such further evidence as the commissioner may require. of the legal existence of the corporation, and of its intention to adopt the provisions of this chapter. The commissioner shall examine the certificate and evidence of organization, and, if it appears that the provisions of law have been complied with, shall cer- tify that fact and his approval of the certificate by indorsement thereon. The secretary of the comrhonwealth, upon payment of a fee of five dollars and upon the deposit in his office of said certificate with the indorsement thereon, shall cause the same to be recorded, and shall issue a certificate in the following form : 81. Form of certificate of organization. Certificate to be evidence. Commonwealth of Massachusetts. Be it known that whereas (Jicrc the nmnes of the original subscribers shall be inserted) have formerly associated them- 16 176 Religious Corporations. selves with the intention of forming a corporation, under the name of {Jiere the name of tJie corporation shall be inserted^ for the purpose {Jiere the purpose declared in the articles of agree- ment shall be inserted), under the provisions of {here the desig- nation of the statute under the provisions of zvhich organisation zcas effected shall be inserted), with a capital of {here the amount of the capital stock as it stands fixed by the corporation at the date of the certificate shall be inserted, or, if there is no capital stock, this clause shall be omitted), and the provisions of the statutes of this commonwealth in such case made and provided have been complied with, as appears from the certificate of the proper officers of said corporation, duly approved by the com- missioner of corporations, and recorded in this office: now, therefore, I {here the name of the secretary shall be inserted), secretary of the Commonwealth of Massachusetts, do hereby certify that said {Jiere the name of the corporation shall be in- serted) is legally organized and established as an existing cor- poration, with the powers, rights, and privileges, and subject to the limitations, duties, and restrictions, which by law apper- tain thereto. Witness my official signature, hereunto subscribed, and the seal of the Commonwealth of Massachusetts, hereunto affixed, this day of , in the year . {In these blanks^ the day, month, and year of execution of the certificate shall be inserted. ) The secretary shall sign the same, and cause the seal of the commonwealth to be thereto affixed, and such certificate shall be conclusive evidence of the existence of such corporation at the date of such certificate. The secretary shall also cause a record of such certificate to be made, and a certified copy of such record may be given in evidence with like effect as the original certificate. Appointiment of Trustees by Churches or Religious Socie- ties Under Chapter XXXIX. (Act of March 12, 1884.) 82. Trustees may be appointed. Powers. — i. Churches or religious societies may appoint trustees, not exceeding five in number, who shall with their successors be a body corporate, for the purposes mentioned in section one of chapter thirty- nine* of the Public Statutes, and shall be subject to all of the * See p. 167. Massachusetts. 177 provisions of said chapter applicable thereto, and any funds, held by the bodies corporate mentioned in the first and second sections of said chapter, may be transferred to said trustees to be held in trust in like manner by them. Incorporation of Churches. (Act of June 13, 1887.) 83. Churches may be incorporated. — i. Any church now existing or that may be hereafter organized in this com- monwealth, may be incorporated according to the provisions of this act. 84. Notice of meeting. — 2. A notice signed by one or more of the members of such a church, stating the object, time and place of the meeting for the incorporation of the church, and the first election of officers under the provisions of this act, shall be posted in a conspicuous place near one of the princi- pal entrances of the usual place of meeting of said church, at least fifteen days previous to the time of such meeting. 85. Election of ofi&cers and standing committee. — 3. The resident members of such church of twenty-one years of age and upwards may assemble at their place of worship and by ballot elect a moderator, clerk, treasurer, a standing committee of not less than three nor more than twenty-four members and such other officers as they may deem necessary. The clerk shall be sworn. 86. By-laws. — 4. The church may prescribe by its by- laws the manner in which and the officers and agents by whom the purposes of its incorporation may be carried out. When no provision is made by any vote or by-law of the church for calling meetings, they shall be called in such manner as the standing committee may direct. 87. Standing committee to certify organization. Pees. — 5. The standing committee so elected shall certify the organization of such a church to the commissioner of corpora- tions in such form as he shall prescribe, who with the secre- tary of the commonwealth, upon payment of a fee of five dol- lars to the secretary, shall perform the same duties and with the same legal effect as in the case of corporations organized under chapter one hundred and fifteen of the Public Statutes; and except as provided in this act churches incorporated under lyS Religious Corporations. the provisions of this act shall have the same powers and privi- leges and shall be subject to the same duties, restrictions and liabilities as corporations established under said chapter one hundred and fifteen.* 88. Members and voters. — None but members of such a church shall be members of any such corporation, and none but resident members of such church of twenty-one years of age and upwards shall vote. 89. Deacons may convey trust estates to church. — 7. The deacons of any such church holding real or personal estate under the provisions of chapter thirty-nine of the Public Statutes, may convey any such estate to the church of which they are deacons, if incorporated under the provisions of this act, and such estate shall thereafter be held by the church, sub- ject to the same uses and trusts as when held by said deacons. 90. Religious societies may convey estate to church. — 8. Any religious societ}^ connected With a church incorpo- rated under the provisions of this act, may at any meeting in the call for which notice has been given of the object of the meet- ing, by a three-fourths vote, authorize one or more persons in its name and behalf to convey to such church any real or per- sonal estate belonging to it, and such estate shall thereafter be held by the church subject to the same uses and trusts as when held by said religious society. Conditions and Restrictions on Real Estate. [Act of June 16, 1887.] 91. Time-limit as to restrictions on real estate not applicable to religious gifts. — i. When the title or use of real estate is affected by conditions or restrictions unlimited as to time, such conditions or restrictions shall be construed as being limited to the term of thirty years from the date of the deed or other instrument or the date of the probating of the will creating such conditions or restrictions except only in cases of gifts or devises for public, charitable or religious pur- poses. This act shall not apply to existing conditions or restrictions or to such as may be contained in a deed, gift, or grant of the commonwealth, nor shall it operate in any case to defeat restrictions for a term of years certain. * See p. 173. Massachusetts. lyg Assessment and Collection of Taxes nv Religious Societies. [In effect June i6, 1887.] 92. Taxes not to be assessed on polls or estates, except pews. — i. Religious societies shall not assess taxes on the polls or estates of their members; Provided^ That pews may be assessed as heretofore. 93. Section 21, Chap. 38, repealed. — 2. Section twenty- one of chapter thirty-eight of the Public Statutes, and all acts and parts of acts inconsistent herewith are repealed. By-Laws of Incorporated Religious Societies. [Act of May 10, 1888.] 94. Religious societies may make by-laws. — i. Any religious society now incorporated or which may hereafter be incorporated under the laws of this commonwealth may make by-laws for the purpose of warning and calling its meetings and for all other purposes which it may deem necessary for the management of its affairs. But no by-laws shall be made by any religious society repugnant to law or to its charter. Records of Extinct Churches or Religious Societies. [Act of April 26, 1890.] 95. Records to be delivered to clerk of town. — Sec- tion fifteen of chapter thirty-seven of the Public Statutes is hereby amended .... so that as amended the section shall read: vSection 15. When a church or religious society ceases to have a legal existence, and the care of its records and registries is not otherwise provided for by law, the person having posses- sion of such records or registries shall deliver them to the clerk of the city or town in which such church or society was situated, and such clerk may certify copies thereof. If the person hav- ing possession of such records or registries neglects to deliver them to the clerk of the city or town entitled to receive them as aforesaid, such clerk shall demand the same. Defining Grounds and Ways Under the Control of Ed- ucational and Religious Associations. [Act of April 6, 1892.] 96. Bounds for annual sessions, how defined. — i. Any educational or religious association, incorporated imder chapter i8o Religious Corporations. one hundred and fifteen of the Public Statutes, may define and fix bounds upon private grounds and private ways under its control leading to public streets, railroads or railways, ponds or streams, for the purposes of its annual sessions, within which bounds no person shall be permitted to enter or pass unless in conformity with the regulations made by its board of manage- ment ; Provided, That before its said sessions, and during the continuance thereof, it shall have conspicuously posted at all entrances of said defined premises the said regulations. 97. May appoint officers of the peace. — 2. The offi- cers of said association may designate any officers authorized to serve criminal processes within any town or city of the county where it is located, to act at its sessions for the preser- vation of public peace, the enforcement of its regulations and service of criminal processes within said defined premises. 98. Fines, limit upon. — 3. Whoever, contrary to the aforesaid regulations, after notice thereof, enters or passes within the bounds so fixed, shall be punished by a fine not exceeding five dollars. 99. Powers, limit upon. — 4. The foregoing provisions shall not authorize any such association to occupy or include within such bounds the land of any person without his consent, nor to obstruct travel on any public highway. Particular Denominations. 100. Special provisions for the incorporation and manage- ment of denominational churches are made as follows : Chapter 38, section 43, Protestant Episcopal church; sections 44-47, Methodist Episcopal church; sections 48-50, Roman Catholic church; Chapter 39, section 8, the Quakers. See, also, other sections of chapter 39, of the Public Statutes ; and Chapter 239, Laws of 1888, Act of May 26, in relation to Protestant Episcopal and Reformed Episcopal churches. Act of Mar. 28, 1895, makes provision for the American Unitarian Association. [Addition, 1895.] 101. Fees. — The Act of Mar. 27, 1895, appears to reduce fees for certificates, pp. 174, 175, to one dollar. MICHIGAN. CONSTITUTION. Article XV. [In effect Jan. i, 1851.] 1. General laws to be enacted. — i. Corporations may be formed under general laws, but shall not be created by- special act, except for municipal purposes. All laws passed pursuant to this section may be amended, altered or repealed 2. Time-limit of charters. — 10. No corporation, except for municipal purposes, or for the construction of railroads, plank roads, and canals, shall be created for a longer time than thirty years ; but the Legislature may provide by general laws applicable to any corporation for one or more extensions of the term of such corporation while such term is running, not ex- ceeding thirty years for each extension ; . . . . Provided^ That in cases of corporations where there is no capital stock, the Legislature may provide the manner in which such corporations may be reorganized. [As amended April, 1889.] 3. Limitation on real estate. — 12. No corporation shall hold any real estate hereafter acquired, for a longer period than ten years, except such real estate as shall be actually occu- pied by such corporation in the exercise of its franchises. 4. Notice of alterations of charters. — 16. Previous notice of any application for an alteration of the charter of any corporation shall be given in such manner as may be prescribed by law. GENERAL STATUTES, 1882. Chap. CLXX. Churches and Religious Societies. 5. How incorporated. — 4618. It shall be lawful for any number of persons of full age, not less than five, who may be desirous of forming themselves into a church, congregation, or religious society to be connected with some church organiza- (181) i82 Religious Corporations. tion, and who shall sign articles of association for that purpose, to assemble together at such place as they may select, and by a plurality of votes, by ballot, elect any number of discreet persons, being laymen, not less than three nor more than nine in number, a majority of whom shall, both in case of a church and in case of a society connected with a church, be members of such church, as trustees, to take charge of the property be- longing to, and transact all affairs relative to the temporalities of such church, congregation or society. At any time after such church, congregation or society shall have become duly organized, it shall be lawful for it, at a meeting thereof called in accordance with the provisions of this act, by a vote of two- thirds of the members of such church, congregation, or society entitled to vote, present at any such meeting, to amend its articles of association in any manner not inconsistent with che provisions of this act, and such amendments shall become operative on filing a copy of the same certified by the modera- tor, chairman or president and clerk of such meeting, with the clerk of the county where such church, congregation or society is organized. 6. Minister may be president. Qualifications of voters. — 4619. It shall be lawful for any such church, con- gregation or society to choose their minister, priest, curate, rector, parson or officiating clergyman for the time being, to be the president of said corporation and of its meetings, by vote, as aforesaid, and at the first election provided for in this act, every person of full age who shall have signed the articles shall be entited to vote. 7. Notice of election. — 4620. The minister, priest, rec- tor, curate, parson or officiating clergyman of such church, congregation, or if none of them be present, one of the elders or deacons, church wardens, or vestrymen thereof, and for want of such officers, any other person being a member or stated hearer in such church, congregation or society, shall publicly notify said congregation of the time when and the place where, any election shall be held ; and such notification shall be given for two successive Sabbaths on which such church, congrega- tion or society shall statedly meet for public worship next pre- ceding the election. 8. Inspectors of election. Certificates of trustees. — 4621. Any two of the elders, deacons, church wardens or Michigan. 185 vestrymen of such church, congregation or society, or if such officers shall not be present, then any two voters present, to be nominated by a majority of the voters, shall be inspectors of the election, receive the votes and determine the qualification of voters; and they shall immediately after the election certify, under their hands and seals, the names of persons elected to serve as trustees or vestrymen, in which certificate the name by which the said trustees or vestrymen, and their successors in office shall forever thereafter be known and called, shall be par- ticularly mentioned and specified, and such trustees may in said certificate be denominated vestrymen, or church wardens and vestrymen, executive committee, or any other name stated in the certificate : Provided, always , That they shall have all the power specified in this act, and be elected in the manner pro- vided for in this act. 9. Certificates to be acknowledged and recorded. — 4622. Such certificate sha'll be acknowledged by the person making the same, or proved by a subscribing witness thereto, before some officer authorized to take acknowledgment of deeds; and said certificate, with the certificate of acknowledgment, or proof thereof, and the articles of association shall be recorded by the clerk of the county within which the church or place of worship of such congregation shall be situated, in a book to be by him provided for that purpose, who shall be entitled to ten cents for each folio for recording the same; and thereafter such titistees and their successors shall be a body corporate, by the name expressed in such certificate. 10. Common seal. Trustees to take possession of property. — 4623. Such trustees may have a common seal, and may alter the same at pleasure ; and they may take into their possession and custody all the temporalities of such church, congregation, or society, whether the same shall consist of real or personal estate, and whether the same may have been given, granted or devised, directly or indirectly, to such church, con- gregation or society, or to any other person or persons for their use. 11. Rights and powers of trustees. Limit upon real estate. — 4624. Such trustees may, also, in their corporate name, sue and be sued in all courts and places; and they may recover and hold all the debts, demands, rights, and privileges, all churches, buildings, burying places, and all the estate and 184 Religious Corporations. appurtenances belonging to such church, congregation or so- ciety, in whatsoever manner the same may have been acquired, or in whose hands soever the same may be held, as fully and amply as if the right and title thereto had been originally vested in said trustees; and they may hold moneys or personal estate, raised or acquired for the purpose of erecting churches or houses of residence for their minister or priest, or for the purpose of burial ground, for a period not exceeding one year before in- vestment thereof, and not exceeding the value or amount of twenty thousand dollars; and they may hold, for a period not exceeding three years, any land which may be lawfully conveyed to them not exceeding five thousand dollars in value, to be sold for the purpose of raising a fund for erecting, repairing, or im- proving a church or churches; or other buildings aforesaid, or for the purchase or improvement of any cemetery or burial ground. But all such lands shall revert to the donor or grantor, his or her heirs or assigns, if not disposed of within the time aforesaid. 12. Powers of trustees over property. Limitations. — 4625. The said trustees or wardens and vestrymen shall also have authority, under the direction of the church, congregation or society, to sell and convey, mortgage or lease any real estate belonging to such church, congregation or society, or held by them as such trustees, or wardens and vestrymen, and to erect or purchase churches and meeting houses, and dwelling houses for their ministers and priests, and other buildings for the direct and legitimate use of their church, congregation, or society, and to alter and repair the same, but for no secular purpose ; P7-o- vided, That no such sale or conveyance shall be made in any case where it would be inconsistent with the express terms, or plain intent of the grant, donation, conveyance, or devise by which the same was conveyed or devised to or for the use of such church, congregation, or society; nor unless the vote or assent of at least two-thirds of those present and entitled to vote, at any meeting of the church, congregation or society duly called for that purpose, shall be obtained therefor. 13. Trustees to manage temporalities. — 4626. They shall also have authority to make rules and orders for managing the temporal affairs of such church, congregation, or society, and to dispose of all moneys belonging thereto, and to order and regulate the renting of pews or slips in their meeting- houses and churches, and the perquisites for the breaking of Michigan, 185 the ground and burial of the dead in the cemetery or church- yard, and in the said churches or meeting-houses. 14. Officers of trustees. Duties of clerk. — 4627. They may appoint a clerk and a treasurer of their board, and a collector to collect their rents and revenues, and may regulate the fees to be allowed such clerk, treasurer and collector, and may remove them and appoint others in their stead, at pleasure ; and such clerk shall enter all rules and orders made by such trustees, and payments ordered by them, in a book to be pro- cured by them for that purpose. 15. Trustees, meetings. President to have casting- vote. — 4628. Any two of the trustees^may at any time call a meeting of the trustees, and a majority of them, being law- fully convened, shall be competent to do and perform all mat- ters and things which such trustees are authorized to do and perform ; and said trustees may elect the minister, priest, curate, rector, parson, or officiating clergyman of said society, for the time being, to preside at such meetings, who shall have no vote except in case of a tie of the board, when he shall have a casting vote. 16. Trustees, term of office. Annual election of full board. — 4629. The said trustees shall hold their office for three years, and until their successors shall have been elected and entered upon the discharge of their duties ; and immediately after their first election, as hereinbefore provided, the said trustees shall be divided by lot into three classes, numbered one, two, and three ; and the seats of the first class shall be vacated at the end of the first year, of the second class at the end of the second year, and of the third class at the end of the third year, to the end that as near as may be, one-third part of the whole number of the trustees may be annually chosen ; Provided, hoivever, That any persons entering into articles of association as aforesaid, may provide in said articles for the election of the whole board of trustees once in each year, at such time as they may appoint, in the manner above prescribed, and said whole number may be elected in conformity to such provisions. 17. Annual meeting, time how changed. Notices. — 4630. Such church, congregation or society shall have power, at a meeting regularly called for that purpose by like notice as is required for the calling of a meeting for the election of trus- tees, to change the time of holding its annual meeting for the i86 Religious Corporations. election of trustees; and it shall be the duty of the clerk of said trustees at least one month before the time regularly fixed for the holding of such annual meeting, to give notice thereof in writing to the minister, priest, curate, rector, parson, or officiating clergyman, or in case of his death or absence to the elders or church wardens, or if there be no elders or church wardens then to the deacons or vestrymen of any such church, congregation or society, specifying in such notice the names of the trustees whose office will expire; and the minis- ter, priest, curate, rector, parson, or other officer receiving such notice shall, in manner aforesaid, notify the members of such church, congregation or society of such vacancies and appoint the time and place for the election to supply the same. [As amended May 15, 18S9.] 18. Election of trustees, time of. — 4631- Such election shall be held at least six days before vacancies shall occur as aforesaid; and all subsequent elections shall be held and con- ducted by the like persons, and in the same manner as herein- before provided for the first election ; and in case any vacancy shall occur by the death of a trustee, his refusal to act, or removal from the church, congregation or society, before his term of office expires, or otherwise, notice thereof shall be given as aforesaid, and an election shall be held, and another trustee chosen in his stead for the remainder of his term. 19. Stated hearers to be voters. — 4632. No person belonging to any stich church, congregation or society, incor- porated under the provisions of this act, shall be entitled to vote at any election after the first, until he shall have been an attendant on public worship in such church, congregation, or society, at least six months next before such election, and shall have contributed to the support of such church, congregation, or society, according to the usages and customs thereof. 20. Clerk to register stated hearers.— 4633. The clerk of the trustees shall keep a register of the names of all such persons as shall desire to become stated hearers in the said church, congregation, or society, and shall therein note the time when such request was made; and the said clerk shall attend all subsequent elections, in order to test the qualifica- tions of such voters, in case they shall be questioned. 21. Trustees not to fix salary of minister.— 4634. Nothing in this act contained shall be construed to give such Michigan. 187 trustees the power to fix or ascertain the salary or compensa- tion to be paid any minister or priest, curate, rector, or parson, but the same shall be ascertained and fixed by a majority of such church, congregation or society entitled to vote at the election of trustees. 22. Real estate, how sold. — 4635. It shall be lawful for the circuit court for the county in which any such religious corporation shall have been constituted, on the application of such corporation, if such court shall deem it proper, to make an order for the sale of any real estate belonging to such cor- poration, and to direct the application of the moneys arising therefrom, to such uses as the said corporation, with the appro- bation of said court, shall conceive to be for the interest of such corporation; Provided, That no sale shall be authorized by the court in any case where it would be inconsistent with the express terms or plain intent of the grant, donation, convey- ance, or devise by which the same was conveyed or devised to or for the use of such church, congregation, or society, prior to the passage of this act. 23. Notice of application for order of sale. — 4636. At least thirty days previous notice of any such application to the circuit court shall be given, by publishing the same in some newspaper published in the county, if one be there published, if not, by posting up notices in three or more public places in such county. 24. Real estate to be held in trust. — 4637- All lands, tenements, and hereditaments, that have been or may here- after be lawfully conveyed by devise, gift, grant, purchase, or otherwise, to any persons as trustees in trust, for the use of any church, congregation, or religious society, organized, or which may be hereafter organized, within this State, either for a meeting house, burial ground, or for the residence of a preacher or priest, shall vest and descend, with the improve- ments, in perpetual succession to, and shall be held by the trustees provided for by this act, in trust for such church,, con- gregation or society. 25. No church oflBcer to hold property as such. — 4638. No bishop, vicar, rector, parson, curate, priest, deacon, or other officer of any church, religious body, order, society, or association ; no superior or other officer or member, male or female, of any religious order, ecclesiastical or lay, nor of any i88 Religious Corporations. ecclesiastical, educational or charitable institution or establish- ment, shall, in consequence of such office or membership, or in the character or capacity of such officer or member, have, possess or exercise any power, capacity or franchise of a corporation sole, so far as relates to the taking, holding, managing, selling or trans- mitting property; and every gift, grant, devise, bequest, con- veyance, or lease of any real estate, or interest therein, or any use or benefit to arise therefrom, or of money, or of other property invested therein or to arise therefrom, hereafter made, or attempted to be made, by deed, will, or otherwise, to any such officer or member, by his or her name of office or membership, or in the character of such officer or member, shall be utterly void, to all intents and purposes; and no corporation for relig- ious, ecclesiastical, educational, or charitable purposes, shall be recognized as existing by the common law, the canon law, or by prescription, or in any other manner, except by express statute of this State; Provided, That this section shall in no way invalidate any right of property, or right of action hereto- fore vested ; and Provided further, That this section is not in- tended as any implication or admission of any previous corpo- rate capacity incident to such official character or membership, as herein above mentioned. 26. No ecclesiastical law or custom to affect the tenure of real estate. — 4639. Neither the canon law, nor the decrees, nor any decree or order of any ecclesiastical council or body, nor any custom or usage thereon, nor any custom or usage of any church, congregation, or religious society, or re- ligious order, shall hereafter be recognized or enforced in this State, so far as such law, usage or custom, shall relate to the acquisition, the tenure, or the control or disposition of any real estate, or any interest therein, or any use or trust connected, or to be connected therewith; Provided, jievert he/ess, That this section shall not in any manner impair or invalidate any grant, devise, or other conveyance heretofore made, nor shall this sec- tion be construed as a recognition of the prior legality or obli- gation of such law, usage or custom, in this State. 27. Certain devises, etc., void unless made to corpo- ration.— 4640. No grant, conveyance, devise, or lease of any real estate, dedicated or appropriated to the purposes of relig- ious worship, or for any religious or ecclesiastical purposes, or appearing to be intended to be managed or controlled by any church, congregation or society, or any officer or officers thereof. Michigan. 189 in his or their official capacity, shall hereafter vest any right, title or interest in any person or persons to whom such grant, conveyance, devise, or lease may be made, unless the same shall be made to a corporation organized imder some statute of this State, or of the late Territory of Michigan, or under the pro- visions of this act, or some act hereafter passed, amending or altering the same. 28. Existing societies confirmed, subject to this act. Vacancies. Reincorporation after dissolution. — 4641. Every church, congregation, or religious society heretofore incorporated in pursuance of any statute of this State, or of the late Territory of Michigan, and not since dissolved, shall be, and is hereby established and confirmed, subject, neverthe- less, to the provisions of this act, so far as they may be consti- tutionally subjected thereto, without impairing rights heretofore legally vested ; and all vacancies which may hereafter occur in the office of trustee of any church or religious society, hereto- fore incorporated under any statute of this State, or of the late Territory of Michigan, shall be filled by an election, as pro- vided for the filling of vacancies in such office under this act; and in case of the dissolution of any such corporation, or of any corporation hereafter to be formed, in pursuance of the provisions of this act, for any cause whatever, the same may be incorporated under the provisions of this act, at any time within six years after such dissolution, and thereupon all the estate, real or personal, formerly belonging to the same, and not law- fully disposed of, shall vest in such corporation, as if there had been no dissolution. 29. Act applies to all religious societies. — 4642. The provisions of this chapter shall apply to all churches, religious congregations, religious societies, religious and ecclesiastical orders, and every association of persons for religious purposes. 30. How corporations may unite. — 4643. Any two or more corporations, formed imder the provisions of this act, may be united into one corporation upon complying with the following conditions: I. Each of such separate corporations shall, at its annual meeting or at a meeting called by a majority of its trustees expressly to consider the propriety of such consolidation, notice of which shall be given in the same manner, as notice of the annual meeting, pass a resolution by a majority vote of the ipo Religious Corporations. members of such corporation present at such meeting, declar- ing it expedient that such consolidation should take place, which resolution and the vote by which it was passed, shall be entered on the records of such corporation, and the record of such meeting shall be signed by the chairman and clerk thereof; 2. After such' resolution shall have been passed by the respective corporations, the trustees thereof together, or a majority of such trustees, shall call a meeting of all the mem- bers of the different corporations, to be consolidated for the purpose of forming a new corporation from the members com- posing said several corporations; 3. Notice of the time, place and object shall be read for two successive Sundays next prior to such meeting, in the several places in which public worship shall be held by such churches, congregations or religious societies respectively on said days, and if there shall be no public worship on said successive Sun- days in any one of said churches, congregation or societies, then such notice may be given by posting copies thereof in at least three public places in the township or townships in which such several corporations may be located, at least fourteen days before the time of such meeting; and one copy of such notice shall be posted on the door of the place of worship of each of said several corporations, if any such place of worship it has; 4. At a meeting thus called, articles of association shall be entered into by not less than three discreet persons of full age, from each of such several corporations to be consolidated, and all the members of such corporations present at such meeting, shall have the privilege of signing such articles of association ; 5. After such articles of association for the purpose of such consolidation shall have been signed as above provided, said meeting shall elect not less than five nor more than nine trus- tees of such new corporation. 31. Record of articles incorporates. Powers. — 4644- When such new articles of association entered into in accord- ance with the provisions of the preceding section, shall have been recorded in the office of the county clerk as provided in section six of this act, such separate corporations shall thereby become consolidated and merged therein, and the corporation thus formed shall thereupon succeed to, and become the legal owner of all the property both real and personal of such sepa- rate corporations, and shall also be liable for all the obligations before incurred by such several corporations. MiCHIC.AN. 191 32. Property of dissolved church controlled by de- nomination.— 4645. When any church which has worshiped in connection with any religions society formed under the pro- visions of this act, shall have voluntarily dissolved its church organization, such religious society shall also be dissolved, and the trustees thereof shall hold the property of such society in trust to be disposed of by them, and the proceeds thereof shall be paid over to such religious organizations as shall be desig- nated by the vote of the conference association or convention with which such dissolved church organization had been con- nected. 33. By-laws for registration of voters. — 4646. It shall be lawful for any church, congregation or religious society to adopt by-laws requiring and regulating the registration of all members of such corporation who are entitled to vote at any meeting of such church, congregation or society; and in that case only those thus registered shall vote. Appointment of Trustees in Certain Cases. 34. Trustees for the denomination, how chosen. — 4647. That whenever, by the constitution, rules or usages of any particular church or religious denomination, trustees are required of and for such religious denomination, such trustees shall be nominated and elected according to the rules and usages of such religious denominations. It shall be the duty of the officer presiding over such election to give to such trustees a cer- tificate of their election, under his hand and seal, specifying the name by which such trustees and their successors shall forever thereafter be called and known, which certificate shall be ac- knowledged or proved by a subscribing witness thereto before some officer authorized to take acknowledgments of deeds, and the said certificate, with the certificate of acknowledgment or proof thereof, shall be recorded by the clerk of the county within which the church or place of worship of such congrega- tion shall be situated, in a book to be by him provided for that purpose, who shall be entitled to ten cents for each folio, for recording the same ; and thereafter such trustees and their suc- cessors shall be a body corporate, by the name expressed in such certificate, with all the rights, powers, and privileges of other religious corporations constituted according to law. 35. Other acts repealed. — 464S. All acts or parts of acts conflicting with the provisions of this act are hereby 17 192 Religious Corporations. repealed, and the Legislature shall have power to amend or repeal this act at any time hereafter, at its discretion. 36. Legal organization presumed after ten years. — 4649. That whenever any religious society or corporation shall have exercised the franchises and privileges of a corporation for the term of ten successive years, the same shall be presumed to have been legally organized in pursuance of the laws of this State. Change of Corporate Name 37. How changed. — 4650. That when any church or religious society shall desire to change its corporate name, the same may be done by a vote of two-thirds of the society, con- ference, vestry, session, synod, or official board, so desiring to change its name as aforesaid, present and voting at a regular meeting of the same ; previous notice having been given of such proposed change at least twenty (20) days before such meeting. 38. Certificate of vote. — 4651. Whenever such vote shall be taken, the clerk or secretary of the meeting shall make a certificate of the fact, which certificate shall be countersigned by the presiding officer of the meeting, rector, presiding elder, or minister, and this certificate shall be acknowledged before some officer authorized to take acknowledgment of deeds. 39. Record of certificate validates change.— 4652. Such certificate shall be recorded in the office of the county clerk for the county in which such society is located, and when so recorded the said society shall be known in law by the new name, and shall be entitled to all the rights and privileges of the original society as it regards property, real and personal, deeds and franchises, and shall be subject to and liable for all debts and obligations of the corporation by the former name, the same as if the name had not been so changed. Incorporation of Ecclesiastical Bodies. 40. How incorporated.— 4653. That whenever any ec- clesiastical association, conference, convention, convocation, presbytery, synod, or any religious society in which three or more regularly organized churches are represented, shall desire to enjoy corporate rights and powers, they may, by resolution entered on their minutes, declare their purpose to become in- corporated, and may express therein the name by which they may desire to be known and the object of such incorporation, Michigan. 193 which shall not be repugnant to any law of this State or of the United States; and whenever a copy of such resolution, duly attested by the presiding officer and secretary, or clerk of the meeting at which the same was adopted, together with a copy of the organic law by which such association or other herein- before mentioned body or society is governed, shall be deposited in the ofhce of the secretary of State; thereupon such associa- tion or other religious body or society as aforesaid, shall be a body corporate by the name which shall be expressed in said resolution, with all the powers and privileges, and subject to all the provisions and restrictions, applicable in chapter fifty-five of the Revised Statutes of eighteen hundred and forty-six.* 41. Corporation may hold property. Limit, Pur- poses.— -4654. Any such corporation may hold real and per- sonal estate, not exceeding in value one hundred thousand dollars, to be devoted exclusively to the diffusion of religious principles and the building up of churches, Sunday-schools and other religious objects, and the establishment and maintenance of religious societies or churches. 42. Report on property. Name, how changed. — 4655. Any corporation formed under this act shall, whenever required by the attorney general, secretary of State, or either house of the State Legislature, report a full statement of its real and personal estate, exhibiting all its financial affairs; which shall, within a reasonable time after demand, be filed in the office of the secretary of State, and said corporation may, by a vote of two-thirds of all the members, at any time change the name thereof. Notice of such change shall be forthwith filed in the office of the secretary of State, and such change, when made, shall in nowise affect the liability of such corporations for any debts or obligations due, or (to) become due, from it. Exercise of Corporate Powers ev Religious Associations. 43. How incorporated. — 4656. That when there is or- ganized within this State any diocese, synod, conference, dis- trict or other organization, being an association of congregations or societies of a religious denomination, which shall desire to possess corporate powers in order to effectuate the purposes of such organization, such diocese, synod, conference, or board of district stewards, at a meeting thereof, held and conducted ac- cording to the rules and regulations of such organization or ♦See No. 55, Section 4860, seq., p. 195. 194 Religious Corporations. association, there being present at such meeting a majority of the members constituting such organization, may elect trustees in number not more than nine nor less than three, and also designate the corporate name by which such trustees and their successors in office shall be known. 44. Certificate of election when recorded to be evi- dence of incorporation. — 4657. It shall be the duty of the officer presiding over such election to give to such trustees a certificate of their election under his hand and seal, specifying the name by which such trustees and their successors shall thereafter be known. Such certificate shall be acknowledged by the person making the same before some officer authorized to take acknowledgments of deeds, which certificate and the acknowledgment thereof shall be recorded by the county clerk of the county in which such meeting was held, in a book pro- vided for such or similar purpose ; such clerk shall be entitled to receive ten cents for each folio for recording the same ; and thereafter such trustees and their successors shall be a body corporate by the name expressed in such certificate ; they and their successors shall hold their offices for the term of one year, or until the organization or association first making such elec- tion elect others to succeed them ; and a certified copy of the record of said certificate under the seal of the county clerk where the said record is made and kept shall be received as prima facie evidence of the due existence and incorporation of such association in all courts in this State. 45. Seal. Powers. Conveyances. — 4658. Such trus- tees may have a common seal, and may alter the same at pleas- ure, and by their corporate name may take into their posses- sion, hold, and enjoy all the property, real and personal, pur- chased for, devised, granted, or conveyed to them for the use and benefit of such religious organization; they may also, in such corporate name, sue and be sued in all courts, recover and hold all debts, demands, rights, and privileges, and when such organization shall order by vote, at a meeting thereof, a ma- jority of all the members composing such organization being present and voting therefor, such trustees may sell and convey, mortgage or lease any real estate belonging to such organiza- tion, or held by them as such trustees. And in every case of sale, conveyance, or incumbrance of real estate, said trustees shall cause to be filed in the office of the register of deeds of the county in which such real estate is situated, a copy of the Michigan. i^^ acts of said association authorizing such sale, conveyance, or incumbrance, duly certified by the secretary of said association, to be a true copy of said proceedings and the whole thereof; and said certified copy of said proceedings, with the said cer- tificate, and the certificate mentioned in section two of this act,* may be recorded in the office of the register of deeds of the county where said real estate is situated. And when so recorded the said record or a certified copy thereof made by the said reg- ister of deeds aforesaid, shall be received as prima facie evi- dence of all the facts and acts of such association as appears in said record, in all courts in this State. Chap. CLXXII. Incorporation of Presbyterian Churches. 43. Certificate of organization, contents of. — 4671. That whenever any church, the government of which, by its constitution and usages, is vested in ruling elders, shall desire to have and possess corporate powers and privileges, the ses- sion or consistory of such church may execute and acknowl- edge, before any officer authorized to take acknowledgments of deeds, a certificate which shall contain: 1. The name of the proposed corporation; 2. The township, or city and county in which it is located; 3. The election of such church, whether the corporate power shall be vested in the ruling elders and deacons thereof, or in the deacons alone, and whether the pastor of such church shall or shall not be a member of such corporation ; 4. The election of such church, whether the acts of the officers named in the exercise of their corporate power, shall or shall not be subject to be reviewed by the higher judicatories of the church, in the mode prescribed by the constitution and usages thereof. 47. Record of certificate incorporates. — 4672. Such certificates shall be signed by at least a majority of such session or consistory, and when duly acknowledged by the signers thereof, shall be recorded in the office of the county clerk of the county named therein ; and thereupon the pastor, ruling elders and deacons, the pastor and deacons, or the deacons, as the case may be, shall become a corporation by the name expressed in said certificate, but a vacancy in the office of pastor shall in no degree affect said corporation. * See No. 44, Section 4657, p. 194. 196 Religious Corporations. 48. When only one deacon, elders to be members. — 4673. If, in any case where the corporate powers are vested in deacons alone, their number shall be diminished to less than two in office and residing within the bounds of the congrega- tions, then during such time the ruling elders of such church shall be members of said corporation. 49. Who to be members of corporation. — 4674- Any person who shall become duly invested with the office of pas- tor, ruling elder or deacon, in any particular church, shall be- come a member of the corporation erected for that church, sub- ject to the election of the church, as determined under the pro- visions of the first section of this act,* and the corporate func- tions of all officers shall cease on the vacation of the ecclesias- tical office. 50. Corporation without officers not to be dissolved. — 4675. If it shall happen that any church whose officers have been incorporated under this act, shall be temporarily without officers, such corporation shall not for that cause be dissolved, but the presbytery or classes (classis) to which the church be- longs may appoint trustees to execute the functions of such corporation during the existence of the disability, but no longer. 51. Existing corporations may organize under this act. — 4676. The congregation of any church, of the descrip- tion named in the first section of this act, the trustees of which have been incorporated under any law of this State, may elect to dissolve their existing organization, and take corporate powers under this act; Provided^ That the consent of two-thirds of all persons present at a public meeting, and who are entitled to vote for trustees under such law be obtained, of which meet- ing due notice of the time and place, and object thereof, shall be given in the manner prescribed by section two thousand and twelvef of the Compiled Laws ; if such consent shall be obtained, a certificate thereof shall be executed and acknowledged by the presiding officer and secretary of such meeting, and shall be recorded in the office of the clerk of the county where the orig- inal certificate of incorporation was recorded; and on compli- ance with the provisions of this act, providing for the creation of such corporations, all the property, powers, duties, trusts and obligations of every kind, possessed by or pertaining to the * See No. 46, Section 4671, p. 195. f See No. 7, Section 4620, p. 182. Michigan, 197 original corporation, shall be transferred to and become vested in the corporation organized for the same church under this act. 52. Powers. — 4677. Every corporation created under this act, may sue and be sued, in all courts and places, may have a common seal, and may alter the same at pleasure, may take into their possession and custody all the temporalities of the church or congregation, whether the same shall consist of real or personal estate, and may recover and hold all debts, de- mands, rights and privileges, all churches, buildings and bury- ing places belonging to the church or congregation, in whatever manner the same may have been acquired, or in whose hands soever the same may be held, as fully and amply as if the right and title thereto had been originally vested in such corporation, and may hold such an amount of real estate as shall be reason- ably necessary for a church, lecture or school room, for burying places, and for dwellings for the ministers thereof, but it shall not be lawful for such corporation to hold real estate for any other purpose. 53. May erect churches, etc. — 4678. Every corporation created under this act, shall also have authority under the direc- tion of the congregation, to erect churches and meeting houses, dwelling houses for their ministers, and other buildings for the legitimate use of the church or congregation, and to alter and repair the same, and also, under the direction of the congrega- tion, to execute and acknowledge any obligations and securities upon the property of such church or congregation for the pay- ment of just liabilities, which may be created in the erection or repair of such church, meeting house or other buildings. 54. Salaty of minister. — 4679. No corporation created under this act shall have the power to fix the salary or compen- sation to be paid any minister, but the same shall be fixed by the congregation, according to the constitution and usages of such church. Chap. CXCI.* General Provisions Relating to Corporations.! 55. Powers. — 4860. All corporations shall, when no other provision is specially made, be capable, in their corporate name, to sue and be sued, appear, prosecute and defend all * Omitted sections apply to corporations for profit. tSee No. 40, Section 4653, p. 193, and No. 69, Section 4722, p. 201. 198 Religious Corporations, actions and causes to final judgment and execution, in any courts or elsewhere ; to have a common seal, which they may alter at pleasure; to elect, in such manner as they shall determine to be proper, all necessary officers, and fix their compensation, and define their duties and obligations ; and to make by-laws and regulations consistent with the laws of the State, for their own government, and for the due and orderly conducting of their affairs, and the management of their property. 56. By-laws, contents of. — 4861. All corporations may, by their by-laws, where no other provision is specially made, determine the manner of calling and conducting their meet- ings, the number of members that shall constitute a quorum, .... the tenure of office of the several officers; .... but no such by-laws shall be made by any corporation, repugnant to the provisions of its charter. 57. First meetings. — 4862. The first meetings of all corporations, unless otherwise provided for in the acts under which they are incorporated, or in their articles of association, shall be called by a notice, signed by one or more of the mem- bers or persons associating to form the corporation, setting forth the time, place and purpose of the meeting; and such notice shall, at least twenty days before the meeting, be de- livered to each member, or published in some newspaper of the county where the corporation shall be established, or if no newspaper be published in the county, then in a newspaper pub- lished in an adjoining county, or in the city of Detroit. 58. Special meeting may be called by justice. — 4863. Whenever, by reason of the death, absence, or other legal impediment of the officers of any corporation, there shall be no person duly authorized to call or preside at a legal meet- ing thereof, any justice of the peace of the county where such corporation is established may, on a written application of three or more of the members thereof, issue a warrant to either of the said members, directing him to call a meeting of the cor- poration, by giving such notice as shall have been previously required by law; and the justice may, in the same warrant, direct such person to preside at such meeting until a clerk shall be duly chosen and qualified, if there shall be no other officer present legally authorized to preside thereat. 59. Meetings by unanimous consent valid. — 4864. When all the members of a corporation shall be present at any Michigan. 199 meeting, however called or notified, and shall sign a written consent thereto on the record of such meeting, the doings of such meeting shall be as valid as if legally called and notified. 60. Consent meetings, powers of. — 4865. The mem- bers of such corporation, when so assembled, may elect officers to fill all vacancies then existing, and may act upon such other business as might lawfully be transacted at regular meetings of the corporation. 61. Power to hold lands. Amendments to articles. — 4866. Every such corporation may hold land to an amount authorized by law, and may convey the same .... And such corporation may at any time amend its articles of associa- tion, by filing amended articles of association in the office of the secretary of State, which said amended articles of associa- tion shall be made in all respects consistent with the provisions of the act or acts under which such corporation may be organ- ized, and shall be executed by said corporation under its corpo- rate seal, and by stockholders of said corporation owning at least a majority of all the capital stock of said corporation, under their seals, and duly acknowledged. 62. Dissolved corporations to continue three years. — 4867. All corporations whose charters shall expire by their own limitation, or shall be annulled by forfeiture or otherwise, shall nevertheless continue to be bodies corporate, for the term of three years after the time when they would have been so dissolved, for the purpose of prosecuting and defending suits by or against them, and of enabling them gradually to settle and close their concerns, to dispose of and convey their prop- erty, and to divide their capital stock; but not for the purpose of continuing the business for which such corporations have been or may be established. 63. Charters since 1839 may be repealed. Excep- tion.— 4879. Every act of incorporation passed since the twen- tieth day of April, in the year one thousand eight hundred and thirty-nine, or which shall be hereafter passed, shall at any time, be subject to amendment, alteration or repeal, at the pleasure of the Legislature, Provided^ That no act of incorpo- ration shall be repealed, unless for some violation of its charter or other default, when such charter shall contain an express provision limiting the duration of the same. 200 Religious Corporations. Title XXXII. Chap. CCLXXXII. The Voluntary Dissolu- tion OF Corporations, and of the Abatement of Suits BY and Against Them.* 64. Provisions for dissolution, etc., inapplicable to religious corporations. — 8207. The provisions of this chapter shall not extend to any incorporated library or lyceum society; to any relig-ioiis corporation, or to any incorporated academy or select school ; nor to the proprietors of any burying ground in- corporated under the laws of this State. GENERAL STATUTES, Vol. 3. Supplement, 1889. Chap. CLXXc7. Corporations for Establishing Religious Societies and Sabbath-schools. 65. Who may incorporate. — 465 8^. That any seven or more persons, of full age, who shall associate for the purpose of establishing churches, religious societies, and Sabbath- schools, and providing for the support thereof, may form them- selves into a corporation under such name as they shall adopt in their articles of association. 66. Record of articles incorporates. — 465 8<^. The articles of association shall be executed in duplicate, by the persons so associating themselves together, and shall be ac- knowledged by them before some person authorized by the laws of this State to take acknowledgment of deeds, one of which duplicates shall be filed and recorded in the office of the secre- tary of State, and a record shall be made of such articles, or a certified copy thereof, in the clerk's office of the county in which the original incorporators, or a majority thereof, reside, and thereupon the persons so executing the said articles, and such persons as may hereafter, according to the provisions of such articles, become associated with them, shall become and be a body corporate, for the purposes set forth in such articles. 67. Articles, contents of. — 465 8 P- L. 60.] 74. Restriction on accumulation of income. — To avert the evil of an indefinite increase of the property in mort- main and perpetuity, it shall not be lawful for any religious, charitable, literary or scientific society, association, or corpora- tion, present or future, to accumulate income into capital or invested estate, so as that the clear annual value thereof, as regards future acquisitions with those now held, shall exceed the limitation hereinbefore contained, and as regards acquisi- tions now held by or for any such body, shall not exceed said annual amount, except as the property now held does, or being made more productive, may exceed such amount, but all such clear income, after such amount of capital or invested estate shall be attained, shall be expended annually in and for the purposes, uses and trusts upon and for which the property pro- ducing it is held; and if there be not objects within the intent of such purposes, uses and trusts sufficient to exhaust such in- come, it shall be the duty of such body or association holding such property, to apply to the legislature for authority to ex- pend the income thereof upon such practicable objects as shall most nearly conform to the intent of the uses and trusts upon which such property is held, and in default thereof, such income 462 Religious Corporations. as shall not be so expended in execution of its trust, shall be paid into the treasury of the commonwealth : Provided^ That this section shall not be taken as intended to apply to any cor- poration or trust, if any there be, placed by contract beyond such legislative requisition. [Apr. 26, 1855, § 12, P. L. 331.] 75. State officers to keep accounts of moneys paid to the State. — It shall be the duty of the State treasurer and auditor-general to keep distinct and clear accounts of all moneys which shall accrue to the treasury under this act, that the same may, by the legislature, be applied to objects within the purpose of the trust thereof, should such objects arise, or to other objects as near as practicable to the intent of such trust, but without interest to be paid thereon by the treasury. [Apr. 26, 1855, § 13, P. L. 331.] 76. Certain real estate may be held, to be sold within five years. — That it shall and may be lawful for any corporation incorporated under the laws of this State, or of any other State of the United States, to take, have, and hold real estate heretofore given or devised, or hereafter given or devised, to such corporation to be used for any religious or charitable purposes; Provided, That nothing herein contained shall be taken to relieve such real estate from being taxed in like manner with other real estate within this commonwealth; and, provided, furtJier, That all real estate held under the provisions of this act shall be sold by such corporations within five years from the time the right of possession shall accrue to such cor- poration. [June 8, 1 89 1, P. L. 211.] 77. Corporations for religious uses may vest prop- erty in trustees, so as to avoid waste or incumbrance. — That any corporation or trustees for charitable uses owning any property dedicated to religious or charitable purposes, such as churches, school-houses, parsonages, hospitals, almshouses and the like, may, for the purpose of protecting the said prop- erty from liability to debt thereafter contracted on the part of the corporation or persons having the control or management of the charity, vest their property in trustees upon trust for the use of the congregation or members of the corporation for the time being as places of worship, or for use as school-houses or residence for the minister or pastor of the congregation, or for the maintenance of any charity, and when the trustees shall be so vested by deeds duly recorded, the property thus con- Pennsylvania. 463 veyed, so long as it is used for the purposes above mentioned and is not used for any secular purpose, or for a purpose from which profits are derived, shall not be liable to any debts, con- tracts or engag-cnunts of the corporation or congregation thereafter made or entered into, but shall be deemed and taken to be freed therefrom in the same manner and with like effects as if the same had been conveyed or devised to the trustees by a stranger in trust for the uses of the congregation or corpora- tion, but so that the same shall not be liable to their debts, contracts or engagements, nor to their control for any puipose other than for the uses of the same as places of worship, or as free schools or schools from which no pecuniary profits are derived, or as a residence for the minister or pastor of the con- gregation, or for the maintenance of the charitable purpose for which it was dedicated or intended by the donors or contribu- tors. [Apr. 10, 1S93, § I, P. L. 14.] 78. Trustees and officers shall be personally liable unless they shall notify contractor. — All trustees and otificers of corporations having the management of property for charitable uses which is held in trust under the provisions of section one,* contracting debts or causing them to be con- tracted in the improvement of the property by building thereon, shall be personally liable for the debts thus contracted, unless they shall have notified the persons with whom the contract is made that the property is not liable for the debts contracted in building thereon, but there shall be no liability to any one but to the person with whom a contract is made by the trustees or corporation. [April 10, 1893, § 2, P. L. 14.] 79. Mortgage, power to.f — It shall be lawful for all corporations to borrow money or to secure any indebtedness created by them, by issuing bonds, with or without coupons at- tached thereto, and to secure the same by a mortgage or mort- gages to be given and executed to a trustee or trustees, for the use of the bondholders, upon their real estate and machinery, or on their real estate alone, to an amount not exceeding one- half of the capital stock of the corporation paid in, and at a rate of intefest not exceeding six per centum. [May 21, 1889, § I, P. L. 257.] .... * Seie No. 77, p. 462- + The qiiostion has been raised, but not settled, as to whether this section applies to cor;:orations, such as churches, which have no capital stock. 464 Religious Corporations. Burial Grounds. 80. The provisions relating to the acquisition, manage- ment and sale of burial grounds are numerous, are not directly- connected with the main object of this volume, and are to be found in Brightley's Ptirdon's Digest of the Statute Law of Peniia., pp. 274-278, and in the Act of June 7, 1895, P. L. 181, Y. M. Christian Associations. 81. The provisions for the organization, etc., of Young Men's Christian Associations are contained in the Act of May 9, 1889, P. L. 163. RHODE ISLAND. CONSTITUTION. Article IV. [In effect, May 9, 1843.] 1. General laws to be passed. — 17. Hereafter, the General Assembly may provide by general law for the cre- ation and control of corporations. [As amended, Nov., 1892.] GENERAL LAWS, 1896. Chap. CLXXVI. Of Incorporation. Class III. Mis- cellaneous Corporations. 2. Articles, contents of. Fees. Certificates. — n. All .... corporations formed for .... religious .... purposes, not organized for business purposes .... shall be created in the following manner, viz. : Five or more persons of lawful age shall associate by written articles which shall express: First. Their agreement to form said corporation ; Second. The name by which it shall be known, which name shall not then be in use by any existing corporation of the State; Third. The purpose for which it is constituted; Fourth. The town or city in which it is to be located. Said agreement shall be signed and acknowledged by all the members named therein, and shall prescribe the manner in which the first meeting shall be held and organized. Said agreement shall be filed in the office of the secretary of state, and said persons shall pay a fee of five dollars into the general treasury of the State. When said agreement has been so filed, together with the certificate of the general treasurer that the fee of five dollars has been paid, and the sum of one dollar has been paid to said secretary of state for the certificate herein- after required, the secretary of state shall thereupon issue to (465) 466 Religious Corporations. said corporation his certificate, under the seal of the State, substantially in the following form : "State of Rhode Island and Providence Plantations. "I . . . . secretary of state, hereby certify that (here insert names of all the corporators) have filed in the office of secretary of state their agreement to form a corporation under the name of (here insert name of corporation) for the pu-rpose (here insert purpose) in accordance with law, and have also filed the certificate of the general treasurer that they have paid into the general treasury of the State the fee required by law. "Witness my hand and the seal of the State of Rhode Island this day of in the year 3. Certificate confers powers. Chapter 177 applic- a"t)le.* — 12. When said certificate has been issued as aforesaid said corporators shall be authorized to carry out the purpose of such agreement with all the powers and subject to all the duties and liabilities as provided herein and in chapter one hundred seventy-seven and all amendments thereof and addi- tions thereto, so far as not inconsistent with the provisions of this chapter, and so far as the provisions of said chapter one hundred seventy-seven shall be applicable to such corporation. 4. Property. Limitation on.— 13. Said corporation shall be entitled to take, hold, transmit and convey real and personal estate to an amount not exceeding in all one hundred thousand dollars. But if such corporation desires to take and hold property to an amount exceeding one hundred thousand dollars either originally or by amendment, such privilege shall be granted only by the General Assembly on petition thereto. 5. Amendments to articles, how effected.— 14- Such agreement may be amended in any particular . not inconsistent with the provisions of this chapter, excepting as provided in the preceding section, by vote of the corporation and the filing in the office of the secretary of state a copy of such vote duly attested by the president and secretary of said corporation. 6. Articles and certificates as evidence. — 15. Copies of agreements to form corporations, when formed by agree- ment, or any amendment thereof, and the fact of their being filed in the office of the secretary of state and the date of such * See No. 7, p. 467- Rhode Islaxd. 467 filing, and the filing of the certificate of the general treasurer, shall, when certified to by the secretary of state, be received in evidence before any court, tribunal or authority. Chap. CLXXVII. Provisions Respecting Corporations IN General.* 7. General powers. — i. AH corporations shall, when- ever no other provision is specially made, have perpetual suc- cession, may make and use a common seal and break, alter and renew the same, be capable of taking, holding, transmitting and conve)'ing property, real or personal, in their corporate name, may sue and be sued, appear, prosecute and defend actions and suits to final judgment and execution in any court or elsewhere ; may elect, in such manner as they shall deter- mine to be proper, all necessary officers, and may fix their com- pensation and define their duties and obligations; and may make by-laws and regulations, consistent with law, for their government and for the due and orderly conducting of their affairs and the management of their property. 8. What may be included in by-laws. — 3. Corpora- tions may, by their by-laws, where no other provision is specially made, determine the manner of calling and conduct- ing meetings, . . . . ; and the tenure of office of the several officers ; and they may annex suitable penalties to such by-laws, not exceeding in any case the sum of twenty dollars for any one offense ; but no such by-law shall be made by any corpora- tion repugnant to the provisions of its charter or articles of association, or amendments thereof, or to general law .... 9. First meeting. — 4. The first meeting of all corpora- tions, except of banks, shall, unless otherwise provided for, or unless notice be waived by all the corporators in wanting, be called by a notice signed by any one or more of the corpora- tors, setting forth the time, place and objects of the meeting; .... and such notice shall, seven days at least before the meeting, be delivered to each member or published in some newspaper of the county where the corporation may be estab- lished, or if there be no newspaper in the county, then in some newspaper of an adjoining county: Provided, That notice of the first meeting of incorporated religious societies may be affixed to the door or some other conspicuous part of * See No. 3, p. 466. 468 Religious Corporations. their meeting house or usual place of assembling for religious purposes. 10. Mode of proceeding when no person authorized to call or preside at legal meeting. — 5. Whenever, by reason of the death or absence of the officers of any corpora- tion or other legal impediment, there shall be no person duly authorized to call or preside at a legal meeting thereof, any jus- tice of the peace in the county where such corporation is estab- lished may, on a written application of three or more of the members thereof, issue a warrant to either of said members, directing him to call a meeting of said corporation by giving such notice as has been previously required by law ; and the jus- tice may in the same warrant direct such person to preside at such meeting until a clerk shall be duly chosen and qualified, if there shall be no officer present legally authorized to preside thereat. 11. Power of corporation when assembled. — 6. Such corporation, when so assembled, may elect officers to fill vacan- cies then existing, and may act upon such other business as might by law be transacted at regular meetings of the corpora- tion. 12. Incorporation valid, though annual meeting not held. — 7. The existence of any corporation shall not be im- paired by a failure to hold an annual meeting for the election of officers, or a failure to elect officers at the time prescribed by the charter, articles of association or by-laws of the corpora- tion; but such election may be held at a subsequent meeting of the stockholders, duly notified for that purpose. 13. Bequests for religious purposes in excess of limit of property, how secured to corporation. — 8. In case any real or personal estate shall hereafter be given by will to any corporation to hold for any charitable uses or purposes authorized or permitted by the charter of said corporation or any amendment thereof, or by law, and such corporation, but for the provisions of this section, would not be able to take or hold the same or some part thereof on account of the limita- tion as to the amount of property of said corporation pre- scribed by the charter or any amendment thereof, then in every such case it shall be lawful for such corporation to take and hold such real and personal estate, or such part thereof as aforesaid, upon conditions subsequent, nevertheless, that such Rhode Island. 4^9 corporations shall obtain from the general assembly authority to take and hold real and personal estate to an amount large enough to include, in addition to its other property, the prop- erty given to such corporation by will as aforesaid, and that the appHcation to the General Assembly, shall be made within one year from the final probate of the will under which the gift is taken as aforesaid 14. Corporations, when to continue three years after expiration of charter.— 9. Corporations whose charters shall expire by their own limitation, or shall be annulled by forfeiture or otherwise, shall nevertheless be continued bodies corporate for the term of three years after the time when they would have been so dissolved, for the purpose of prosecuting and defending suits by or against them, and of enabling them t,o settle and close their concerns, to dispose of and convey their property and to divide their capital stock ; but not for the purpose of continuing the business for which such corporations have been or may be established. 15. Charters may be amended. — 22. Every corporation hereafter created shall be subject to the provisions of this chap- ter, and its charter or articles of association may be amended or repealed at the will of the General Assembly. 16. Limit of time for organization. — 23. Corporations created by charter, if no time is limited therein, shall be organized within two years from the passage of their respective acts of incorporation. The charters of all corporations failing to comply with the provisions of this section shall become void. 17. Certificate of organization, when filed. — 24. Every corporation created by charter, hereafter organized, .... shall, within thirty days after organization, .... file in the office of the secretary of state a certificate, under oath of its treasurer or such officer as may be duly authorized by the corporation to make the same, setting forth the name of the corporation, the date of organization, .... the town in which such corporation is located and the name and post-office address of its treasurer. 18. Dissolution, proceedings for. — 27. Whenever any corporation is insolvent, .... or whenever any corporation has done or omitted to do any act, which act or omission is ground for the forfeiture of its charter at law, the appellate 47° Religious Corporations. division of the supreme court may, upon the petition of any stockholder or creditor of such corporation, and upon such rea- sonable notice as the court may prescribe, decree a dissolution of such corporation and appoint a receiver of its estate and effects, or may appoint such receiver without decreeing a disso- lution. 19. Receiver, powers of. — 28. Such receiver shall take charge of the estate and effects of such corporation and collect the debts and property due and belonging to it, sell, and con- vert such property into cash ; with power to prosecute and de- fend suits in its name or otherwise, to appoint agents under him, and to do all other acts, which might be done by such cor- poration, that may be necessary for the final settlement of its unfinished business and the winding up of the corporation. The powers of such receiver may be continued as long as the court deems necessary for said purpose. 20. Assets, distribution of. — 29. The receiver shall pay all debts due from such corporation, if the funds in his hands are sufficient therefor; and if not, he shall distribute the same ratably among the creditors who prove their debts in the man- ner directed by any order or decree of the court for that pur- pose. If there is a balance remaining after the payment of the debts, the receiver shall distribute and pay it to and among the stockholders of the corporation, or their legal representa- tives. 21. Jurisdiction of court. — 30. The court shall have jurisdiction in equity of the application and of all questions arising in the proceedings thereon, and may make such orders and injunctions and decrees therein as justice and equity require. SOUTH CAROLINA. CONSTITUTION. Art. III. Legislative Department, [In effect, Dec. 31, 1895.] 1. Special laws not to be enacted, except where required by terms of gifts.— 34- The General Assembly of this State shall not enact local or special laws IV. To incorporate educational, religious, charitable, .... or banking institutions, not under the control of the State, or amend ox extend the charters thereof. XII. The General Assembly shall forthwith enact general laws concerning said subjects for said purposes, which shall be uniform in their operations: Provided, That nothing contained in this section shall prohibit the General Assembly from enact- ing special provisions in general laws. XIII. The provisions of this section shall not apply to charitable and educational corporations where, under the terms of a gift, devise or will, special incorjD oration may be required. Art. IX. Corporations. 2. Two-thirds vote needed for special charter. — 2. No charter of incorporation shall be granted, changed or amended by special law Provided, That the General Assembly may by a two-thirds vote of each house on a concur- rent resolution allow a Bill for a special charter to be intro- duced, and when so introduced may pass the same as other Bills. 3. Religious corporations need not maintain an agent. — 4. Every corporation organized or doing business in this State, other than religious, educational or benevolent asso- ciations, shall have and maintain at least one agent in this State upon whom process may be served, and at least one pub- lic office for the transaction of its business. (471) 472 Religious Corporations. REVISED STATUTES, 1893. Chap, XLVIII. Provisions Applicable to Corporations Generally. 4. All charters subject to amendnient or repeal. — 1499. It shall be deemed a part of the charter of every corpo- ration created under the provisions of any general law, and of every charter granted, renewed or amended by act or joint resolution of the General Assembly (unless such act or joint resolution shall, in express terms, declare the contrary), that such charter, and every amendment and renewal thereof, shall always remain subject to amendment, alteration or repeal by the General Assembly. 5. Bond of treasurer. — 1501. The treasurer of any corporation in this State shall give bond in such sum and with such sureties as shall be required by the by-laws for the faith- ful discharge of his duty. 6. Powers of private corporations. — 1504! Every private corporation as such has power: 1. To have succession, by its corporate name, for the period limited in its charter; and when no period is limited, in perpetuity, 2. To sue and be sued. 3. To use a common seal, and to alter the same at pleasure. 4. To hold, purchase, lease, mortgage or otherwise dispose of and convey such real and personal estate as is limited by its charter; and if not so limited, such an amount as the business of the corporation requires. 5. To appoint such subordinate officers and agents as the business of the corporation requires, prescribe their duties and fix their compensation. 6. To make by-laws, not inconsistent with any existing law, for the transfer of its stock, the management of its prop- erty, or the regulation of its affairs. 7. To declare and create, by appropriate by-laws, a lien on the stock of any stockholder in such corporation, for such sum as the stockholder is or may be indebted to such corporation for his subscription to stock therein. 7. Majority forms board. — 1505. When the corporate powers are directed to be exercised by any particular body or South Carolina. 473 number of persons, a majority of such body or persons, unless it is otherwise provided, form a board for the exercise of such powers. 8. Must organize in two years.— 1506. If any private corporation hereafter created by the General Assembly or incor- porated under any law does not organize and commence the transaction of its business within two years from the date of its incorporation, its corporate powers shall cease. 9. Corporations may recover debts from members. — 15 1 2. All bodies corporate, in any court in this State, may sue for, recover and receive from their respective members all arrears or other debts, dues and demands which now are or hereafter may be owing to them, in the like mode, manner and form as they might sue for, recover and receive the same from any indifferent person who might not be one of their body; any law, usage or custom to the contrary thereof in any wise not- withstanding. Charitable, Social and Religious Societies. 10. How formed. Contents of declaration. Record of certificate. — 1534. Two or more persons desiring to form themselves into a church, cemetery company, .... or any charitable, social, educational or religious society, may file with the clerk of the court of the county wherein they reside a written declaration, signed by themselves, setting forth : 1. The names and residences of the members. 2. The name of the proposed corporation, the place at which it is proposed to locate it, and the general purpose of the corporation. 3. Any other matters which it may be desirable to set forth in the organic law. And thereupon the said clerk shall issue to such persons a certificate that they are incorporated for the purposes set forth in said declaration under the name therein mentioned. The certificate shall be recorded in the office of the register of mesne conveyance for the county in which the said association is located. 11. Powers of religious corporation. — 1535. Such corporation shall have the following powers : I. To make bj^-'laws not inconsistent with the laws of this State or the United States. 34 474 Religious Corporations. 2. To have and use a common seal and the same to change at pleasure. • 3. To sue and be sued, plead and be impleaded. 4. To have, hold and keep such real and personal property as may be proper and necessary for corporate purposes, and the same to sell, alien, mortgage or otherwise dispose of at the will of said corporation. 5. And any other powers common to such corporations and consistent with the laws of the land. Chap. LIII. Unincorporated Joint Stock and Other Associations. 12. Unincorporated associations ; by what name may be sued. — 1776. All unincorporated associations may be sued and proceeded against under the name and style by which they are usually known, without naming the individual members of the association. 13. On whom process may be served. — 1777. Pro- cess served on any agent of any unincorporated association doing business in this State, under the name and style by which it is usually known, shall be sufficient to make such association a party in any court of record in the county in which such agent may be served. 14. Liability under final process. — 1778. On judg- ment being obtained against such association under such pro- cess, final process may issue to recover satisfaction of such judgment, and any property of the said association, and the individual property of any copartner or member thereof, foimd in the State, shall be liable to judgment and execution for satis- faction of any such judgment. SOUTH DAKOTA. CONSTITUTION. Article XVII. [In effect, Nov. 2, 1889.] 1. General laws to be passed for corporations. — i. No corporation shall be created or have its charter extended, changed or amended by special laws except those for charitable, educational, penal or reformatory purposes, which are to be and remain under the patronage and control of the State ; but the legislature shall provide by general laws for the organization of all corporations hereafter to be created. 2. Cumulative voting permitted. — 5. In all elections for directors or managers of a corporation each member may cast the whole number of his votes for one candidate, or distri- bute them upon two or more candidates as he may prefer. 3. Can engage only in authorized business. Limit on real estate. — 7. No corporation shall engage in any busi- ness other than that expressly authorized in its charter, nor shall it take or hold any real estate except such as may be necessary and proper for its legitimate business. 4. Power of legislature over charters. — 9. The legis- lature shall have the power to alter, revise or annul any charter of any corporation now existing and revokable, at the taking effect of this constitution, or any that may be created, when- ever in their opinion it may be injurious to the citizens of this State, in such manner, however, that no injustice shall be done to the incorporators. No law hereafter enacted shall create, renew or extend the charter of more than one corporation. STATUTES OF DAKOTA.* 5. Territorial laws recognized. — "All laws in force in the Territory of Dakota at the date of the admission of the ♦There is no published compilation of the laws of South Dakota. The sections here ^ven are from the volume containing the ContpUcd Laws of the Territory of fhikota. All changes in such laws are given. A Civil Code has been adopted but not printed, in which the only substantial change is in the enumeration of the sections. (475) 476 Religious Corporations. State of South Dakota into the Union, and not repugnant to or inconsistent with the constitution of the said State shall continue and be in full force and effect until altered, amended, or repealed." [Chap. 105, Laws 1890.] COMPILED LAWS, 1887.* Chap. III. Corporations. 6. Purposes. — 2900. Private corporations can be formed by the voluntary association of three or more persons, upon complying with the provisions of this chapter, for the following purposes, namely : mining, manufacturing, .... and for any other lawful business ; for colleges, seminaries, churches, libra- ries, benevolent, charitable and scientific associations; .... [As amended, Feb. 6, 1893.] 7. Number of trustees. — 3136. Persons associated to- gether for religious, educational, benevolent, charitable or scientific purposes, may elect such number of trustees or direc- tors, not less than three (3), as they may in their articles of in- corporation provide and ma)- incorporate themselves as gener- ally provided for in this chapter. [As amended, March i, 1895, Civil Code, §536.] 8. Elections of trustees and by-laws subject to denominational regulations. — 3144. The board of trustees or other officers of any church or religious corporation may be chosen, and the by-laws of any such church or corporation adopted or amended, at such time, by such vote, for such terms and in such manner, as may be in conformity to the rules, usage, general discipline or custom of such church or corpora- tion. [As amended. Mar. i, 1895.] Defective Articles of Incorporation. [Act of Mar. 8, 1890.] 9. Defective articles validated, — i. All corporations organized under general law in whose certificates or articles of incorporation there is an omission of any matter required to be therein stated, or which are defectively executed or acknowl- edged or in which any other informality exists, are hereby de- *See North Dakota, pp. 38410399. Except as hereafter noted, the provisions for both States are identical. South Dakota. 477 clarcd to be and to have been corporations from the time of filing- such certificate in the same manner and to the same effect and intent as if such certificate or articles were without fault, and all such certificates or articles are hereby validated and declared to be legal ^nd have the same force and effect as if they were free from all fault or defect. 10. Corporations afifected subject to constitution.— 2. All corporations heretofore organized, affected by this act, shall hereafter hold their charters and exist, subject to the pro- visions of the constitution of the State of South Dakota. Amendment of Articles. [Act of Feb. 2o, 1890.] 11. How effected.*— I Provided, further. That religious and benevolent corporations organized iinder the laws of the Territory of Dakota, of (or) State of South Dakota, may amend their articles of incorporation at any meeting of their trustees, regularly called, in such particulars as such trustees may deem necessary for the better accomplishment of the ob- jects for which said corporations were created; provided that such amendments shall not in any way impair the obligation of existing contracts, and may be made at any regular meeting of the board of trustees of such religious or benevolent corpora- tion, upon notice to each member of such board of trustees of the proposed amendment and the time when said proposed amendment will be considered. 12. Amended articles to be filed.— 2. The articles of incorporation, as amended, shall be signed by the president and secretary of the corporation, who shall certify under the amended seal, that the provisions of section one of this act have been complied with. When so certified said amended article shall be filed with the secretary of state, the same as provided for articles of incorporation, and from such filing shall be the legal articles corporate of the incorporation. *The other portions of 1 1 apply to stock corporations. TENNESSEE. CONSTITUTION. Art. I. Declaration of Rights. [In effect, Mar. 26, 1870.] 1. Liberty of worship assured. — 3. That all men have a natural and indefeasible right to worship Almighty God according to the dictates of their own conscience; that no man can of right be compelled to attend, erect, or support any place of worship, or to maintain any minister against his consent; that no human authority can in any case whatever, control or interfere with the rights of conscience ; and that no preference shall ever be given, by law, to any religious establishment or mode of worship. 2. No religious tests allowed for public trusts.— 4. That no political or religious test, other than an oath to sup- port the Constitution of the United States and of this State, shall ever be required as a qualification to any office or public trust under this State. Art. XI. Miscellaneous. 3. General laws to be passed. — 8 No corpo- ration shall be created, or its powers increased or diminished, by special laws; but the general assembly shall provide by gen- eral laws for the organization of all corporations hereafter created, which laws may, at any time, be altered or repealed ; and no such alteration or repeal shall interfere with or divest rights which have become vested. CODE, 1884. SUPPLEMENT, 1893. Title IX. Of Corporations. Chap. III. Of Private Corporations. Art. I. General Provisions. 4. Private incorporations legal. — 1691. Private corpo- rations may be formed and charters obtained by them in the manner and for the purposes hereinafter provided. (478) Tennessee. 479 5. Application for charter, form of.— 1692. Any five or more persons, over the age of twenty-one, desiring to form a corporation for any of the purposes in tliis chapter mentioned, shall copy the form of charter adapted to the purpose, filling the necessary blanks, and append to the same an application in these words: "We, the undersigned, apply to the State of Tennessee, by virtue of the laws of the land, for a charter of incorporation, for the purposes and with the powers declared in the foregoing instrument. Witness our hands the day of , 18 — ." (To be signed by the applicants.) 6. Certificate of registration, regulations for.* — 1693. The said instrument, when probated as hereinafter provided, with application, probates and certificates, is to be registered in the county where the principal office of the company is situated, and also registered in the office of the secretary of state; and a certificate of registration given by the secretary of state, under the great seal of the State, shall, when registered in the register's office of said county, with the fac simile of said seal, complete the formation of the company as a body politic ; and the validity of the same in any legal proceeding shall not be collaterally questioned. 7. Registration to be coextensive with agencies. — 1694. If the corporation establishes agencies in any other county, the instrument must be registered there also. 8. Amendments to charters, how secured. — 1695. Any corporation which may desire to change its name, increase its capital stock, or obtain any powers granted herein, shall have the right to do so, by the board of directors copying said amendment, and making an application in these words : "State of Tennessee — Act of Incorporation. "We, the undersigned, comprising the board of directors of (here insert the name of the corporation), apply to the State of Tennessee, by virtue of the general laws of the land, for an amendment to said charter of incorporation, for the purpose of investing said corporation with the power (here state the clause in the general law aforesaid, which is desired as an amendment, or if it be simply to change the name, so state the * See No. 9, p. 4S0. 480 Religious Corporations. fact). Witness our hands the day of ." (To be signed by the directors.) 9. Amendments to be acknowledged and registered. — 1696. This instrument shall be probated or acknowledged as .hereinafter provided, and the certificate of registration given by the secretary of state, under the great seal of the State, shall complete the amendment to said act of incorporation, and the validity thereof shall not, in any legal proceeding, be col- laterally questioned. 10. List to be published by the secretary of state.— 1697. The secretary of state shall have published and bound with the acts of each general assembly, a certified list of all corporations organized under this chapter, giving the name and date of organization of each corporation, and such publication shall be legal evidence of the existence of such corporations. 11. Legislature can amend or repeal. — 1699. The powers conferred on any company incorporated hereunder shall be subject to repeal or amendment at the will of the legislature. 12. Prior legal obligations valid and binding. — 1700. Any obligation, contract, mortgage, trust deed, agreement in writing or otherwise, heretofore made and entered into by or with any association of persons, either as an actual or pretended corporation, or as individuals, who may become a body politic and corporate, under the provisions hereof, for the payment of money or the performance of any lawful act, shall be binding upon such obligor or obligors, in favor of such body politic and corporate, just as if such obligation, contract, mortgage, trust, or agreement had been originally made and entered into by and with such body politic and corporate, when it was legally in existence. • 13. Evidences of prior legal obligations valid. — 1701. Any instrument evidencing such obligation, contract mortgage, trust deed, or agreement required by existing laws to be regis- tered, whether registered before or after the creation of such body politic and corporate, shall be deemed, taken and consid- ered as notice to the world, from the time of such registration, notwithstanding the fact it may have come into existence sub- sequent to the registration of such instrument or instruments. 14. Change in number of directors. — 1702. All pri- vate corporations may increase or diminish the number of their Tennessee. 481 directors, to any number not less than five, upon the vote of the stockholders representing three-fourths of the capital stock. 15. Fees of State officers. — 1703. For their services, the secretary of state and register shall each receive a fee of three dollars, and the clerk the same fees as for probate of deed. Art. III. Corporations Not for Profit. 16. Purposes. — 1973- Charters may be granted to any association of individuals organized for the general welfare of society, and not for individual profit, as follows : I. The support of public worship, the building of churches and chapels, and the maintenance of all missionary under- takings 17. Form of charter. — 1974. The form of a charter for any of the foregoing purposes shall be as follows : "State of Tennessee — Charter of Incorporation. "Be it known, that (here fill this blank with the names of five or more persons who desire to be incorporated), are hereby constituted a body politic and corporate, by the name and style of (here fill the blank with the name of the corporation, and state the general purposes for which the charter is sought, em- bracing a full but not necessarily minute, account of the objects of the association, and embodying, verbatim^ somewhere in the statement, the proper one or more of the five paragraphs* in the section aforesaid, within the purview of which said objects must come)." 18. General powers. — 1975. The general powers of said corporation shall be to sue and be sued by the corporate name ; to have and use a common seal, which it may alter at pleasure; if no common seal, then the signature of the name of the cor- poration, by any duly authorized officer, shall be legal and binding; to purchase and hold, X)x receive by gift, bequest or devise, in addition to the personal property owned by the cor- poration, real estate necessary for the transaction of the corpo- rate business, and also, to purchase or accept any real estate in payment, or part payment, of any debt due to the corporation, and sell the same; to establish by-laws, and make all rules and regulations, not inconsistent with the laws and constitution, deemed expedient for the management of corporate affairs; and * See No. i6, p. 4S1. 482 Religious Corporations. to appoint such subordinate officers and agents, in addition to a president and secretary or treasurer, as the business of the cor- poration may require, designate the name of the office, and fix the compensation of the officer. 19. Officers and directors. — 1976. The said five or more corporators shall, within a convenient time after the reg- istration of this charter in the office of the secretary of state, elect from their number a president, secretary and treasurer, or the last two officers may be combined into one; said officers and the other corporators to constitute the first board of direc- tors. 20. Elections, regulations for. — 1977. In all elections, each member to be entitled to one vote, either in person, or by proxy, and the result to be determined by a majority of the votes cast. Due notice of any election must be given by adver- tisement in a newspaper, personal notice to the members, or a day stated on the minutes of the board, six months preceding the election. 21. Directors, record of proceedings. — 1978. The board of directors shall keep a record of all their proceedings, which shall be at all times subject to the inspection of any member. The corporation may establish branches in any other county in the State. 22. Number of directors. — 1979. The board of direc- tors may have the power to increase the number of directors to fifteen or eighteen, if they deem the interest of the corporation requires such increase, and the first or any subsequent board of directors may have the power to elect other members, who, on acceptance of membership, shall become corporators equally with the original corporators. 23. Prerequisites of membership. — 1980. The board of directors shall have the right to determine what amount of money paid into the treasury shall be a prerequisite for mem- bership, or, if necessary, what amount shall be thus annually paid; and a failure thus to pay, shall, in the discretion of the directors, justify the expulsion of said defaulting member. 24. Term of office. — 1982. The term of all officers may be fixed by the by-laws ; the said term not, however, to exceed three years. All officers hold over until their successors are duly elected and qualified. Tennessee, 483 25. No profits to members.— 1983- The general wel- fare of society, not individual profit, is the object for which this charter is granted, and hence the members are not stockholders in the legal sense of the term, and no dividends or profits shall be divided among the members. 26. Corporations, how dissolved.— 1984. The mem- bers may, at any time, voluntarily dissolve the corporation, by a conveyance of its assets and property to any other corpora- tion holding a charter from the State for purposes not of indi- vidual profit, first providing for corporate debts. A violation of any of the provisions of the charter shall subject the corpo- ration to dissolution at the instance of the State. 27. Charter may be modified or amended. — 1985. This charter is subject to modification and amendment; and in case said modification or amendment is not accepted, corporate business is to cease, and the assets and property, after payment of debts, are to be conveyed, as aforesaid, to some other corpo- ration holding a charter for purposes not connected with indi- vidual profit. Acquiescence in any modification thus declared, shall be determined in a meeting of the members, especially called for that purpose, and only those voting in favor of the modification shall thereafter compose the corporation. 28. Property not to be employed for other than charter objects. — 1986. The means, assets, income or other property of the corporation shall not be employed, directly or indirectly, for any other purpose whatever, than to accomplish the legitimate objects of its creation, and by no implication or construction, shall it possess the power to issue notes or cur- rency, deal in currency, notes or coin, buy and sell products, or engage in any kind of trading operation, nor hold any more real estate than is necessary for its legitimate purposes. 29. Expulsion and liability. — 1987. Expulsion shall be the only remedy for the non-payment of dues by the members, and there shall be no individual liability against the members for corporate debts, but the entire corporate property shall be liable for the claims of creditors. I 30. Certain charters validated. — 1989. i. That all charters or articles of incorporation heretofore taken out under the general corporation laws of this State which were or have been acknowledged or proven before notaries public, are hereby 484 Religious Corporations. ratified and confirmed, and shall have and possess the same validity, force, and effect as if the charters of such corporations had been acknowledged before the county court clerks. (As amended, March 10, 1890.) Title X. Of Religious Associations. Chap. I. Of Regulations Relating to Religious Associa- tions AND their Property. 31. Limit on real estate. — 2006. Any religious denom- ination or society, whether incorporated or not, may take, by deed or otherwise, and hold, not exceeding five acres of land at one place for purposes of public worship, or for a parsonage. (As amended, Feb. 16, 1889.) 32. Title vested in trustees. — 2007. All lands bought, or otherwise acquired by any religious denomination or society, shall be vested in a board of trustees or other persons desig- nated by the members of such denomination or society, for the use and benefit thereof. 33. Trustees may sell lands subject to church reg- ulations.— 2008. In all cases where any elders, trustees or church officer or officers, in any of the various churches or organizations of any religious denomination in this State, shall have had, or may hereafter have any lands conveyed to them for the use of their respective churches or congregations as building sites, or for any other purpose, by deed, grant, devise or in any other manner, they or their successors in office, according to the regulations of such church or congregation, may sell and convey the same by deed, which deed, when officially signed by such elders, trustees, or other church officer or officers, or their successors in office, and proven and regis- tered as other deeds, shall pass the title, whether for life, for years or in fee, to such land, to the purchaser, in as full and ample a manner as if said church officer or officers held the same as a corporation, and had conveyed it by deed under their corporate name. Denominational Trustees.* [Act of March 4, 1891.] 34. How incorporated. — Charter of incorporation may be granted to any persons not less than five in number, who *Chap. 32, laws of 1895, provides for form of charter for executive committees, boards, or trustees of religious foreign missionary societies. Tennessee. 485 have been selected and appointed by an)- religious denom- ination for the purpose to take out charter and become a body- politic and incorporate, with power to receive, collect and hold in trust, for the benefit of religious denominations so appointing them, all donations, bequests, devises, legacies, and grants of land and personalty that may be given, conveyed, or be- queathed to such corporation for any religious, benevolent, educational, missionary, or charitable object: and said corpora- tion shall hold the same in accordance with the direction of the donor, conveyor or testator, and administer the same for the specific object indicated by the donor, conveyor or testator under the religious denomination so appointing the trustees: and in all cases in which the conveyor, donor or testator has not indicated any special or general object to which the same shall be applied or administered, then the same may be admin- istered in behalf of any religious, educational, benevolent, or charitable object or objects to which the governing body of such denomination shall indicate and direct. 35. Name and seal. — 2. That such corporation shall have a corporate name, seal, may sue and be sued, have suc- cession, and the form of the charter shall be the same as that set out in article 3, § 1974,* of the revised code of Tennessee, compiled and edited by Milliken & Vertrees, and the act of 1875, chapter 142, under the head of corporations for general welfare and not for profit. 36. Charter to be registered, etc. — 3. That the charter for said corporation shall be obtained and taken out, signed, acknowledged and registered in all respects as now pro- vided by law for the (other) organizations. * See No. 17, p. 481. TEXAS. CONSTITUTION. Article I. Bill of Rights, [In effect, April i8, 1876.] 1. No religious test for officers.— 4- No religious test shall ever be required as a qualification to any office or public trust in this State ; nor shall any one be excluded from hold- ing office on account of his religious sentiments, provided he acknowledge the existence of a Supreme Being. 2. Freedom in religious worship guaranteed. — 6. All men have a natural and indefeasible right to worship Almighty God according to the dictates of their own consci- ences. No man shall be compelled to attend, erect or support any place of worship, or to maintain any ministry against his consent. No human authority ought, in any case whatever, to control or interfere with the rights of conscience in matters of religion, and no preference shall ever be given by law to any religious society or mode of worship. But it shall be the duty of the legislature to pass such laws as may be necessary to protect equally every religious denomination in the peaceable enjoyment of its own mode of public worship. 3. No appropriations for sectarian purposes. — 7. No money shall be appropriated or drawn from the treasury for the benefit of any sect or religious society, theological or relig- ious seminary; nor shall property belonging to the State be appropriated for any such purposes. Article XII. Private Corporations. 4. General laws to be passed. — i. No corporation shall be created except by general laws. 2. General laws shall be enacted providing for the creation of private corporations, and shall therein provide fully for the adequate protection of the public and of the individual stock- holders. (486) Texas. 487 STATUTES, 1888. SUPPLEMENT, 1893. Title XX. Corporations, Private. Chap. II. Creation of Corporations. 5. Private corporations, how created. — 565. Private corporations may be created by the voluntary association of three or more persons, for the purposes and in the manner hereinafter mentioned. 6. Purposes. — 566. The purposes for which private cor- porations may be formed are : 1. The support of public worship. 2. The support of any benevolent, charitable, educational or missionary undertaking 7. Charter, requisites of. — 567. A charter must be pre- pared, setting forth : 1. The name of the corporation. 2. The purpose for which it is formed. 3. The place or places where its business is to be trans- acted. 4. The term for which it is to exist. 5. The number of its directors or trustees, and the names and residences of those who are appointees for the first year. 6. The amount of the capital stock, if any, and the num- ber of shares into which it is divided.* 8. Charter to be subscribed and acknowledged. Women cannot be corporators of churches. — 568. The charter of an intended corporation must be subscribed by three or more persons, two of whom at least must be citizens of this State, and must be acknowledged by them before an officer duly authorized to take acknowledgment of deeds. Provided, That all charters for the purposes named in clause 2 .... of article 566! of this chapter and title may be subscribed by mar- ried women, who may also be stockholders, officers, and direc- tors thereof; and their acts, contracts and deeds shall be as binding and effective for all the purposes of said corporation as if they were males, and joinder and consent of their husbands and privy examinations separate and apart from them shall not be required. [As amended, July 4, 1887.] * See No. 35, p. 494. t See No. 6, p. 487. 4^8 Religious Corporations. 9. Charter to be filed and recorded. Copy to be evidence. — 569. Such charter shall thereupon be filed in the office of the secretary of state, who shall record the same at length in a book kept for that purpose, and retain the original on file in his office. A copy of the charter, or of the record thereof certified under the great seal of the State, shall be evi- dence of the creation of the corporation, 10. Date and evidence of corporate life. — 570. The existence of the corporation shall date from the filing of the charter in the office of the secretary of state, and the certifi- cate of the secretary of state shall be evidence of such filing. 11. Amendments to charters, how secured. — 571. Any private corporation heretofore organized or incorporated, or which may hereafter be organized or incorporated, for any of the purposes mentioned in this chapter, may amend or change its charter or act of incorporation, by filing, authenti- cated in the manner required by this chapter as to an original charter of incorporation, such amendments or changes with the secretary of state; and in case of a corporation created by special act of the legislature, said corporation shall cause the amendments or changes to its charter to be authenticated as required in the case of an original charter of incorporation, and filed with the secretary of state, together with the original charter of such company, and such amendments thereto, or changes therein, if any, as have been made by special act of the legislature, and the same shall be recorded by the secretary of state, followed by the proposed amendments or changes thereof. 12. Date and evidence of amendments. — 572. The amendments or changes provided for in the preceding article shall take effect and be in force ^from the date of the filing thereof with the secretary of state, and the certfficate of the secretary of state shall be evidence of such filing. 13. Certain amendments illegal. — 573. No amend- ment or changes violative of the constitution or laws of this State, or of any of the provisions of this title, shall be of any force or effect which are not germane to the original purposes or charter of incorporation, and calculated to carry out and effect the same. Texas. 489 14. Legislature can amend or repeal charters. — 574- All charters or amendments to charters, under the provisions of this chapter, shall be subject to the power of the legislature to alter, reform or amend the same. Chap. III. Powers and Duties of Private Corporations. 15. Powers. — 575. Every private corporation, as such, has power : 1. To have succession by its corporate name for the period limited in the charter, not to exceed fifty years, and when no period is limited for twenty years. 2. To maintain and defend judicial proceedings, 3. To make and use a common seal. 4. To hold, purchase, sell, mortgage or otherwise convey such real and personal estate as the purposes of the corporation shall require, and also to take, hold and convey such other property, real, personal or mixed, as shall be requisite for such corporation to acquire in order to obtain or secure the payment of any indebtedness or liability due or belonging to the corpo- ration. 5. To appoint and remove such subordinate officers and agents as the business of the corporation shall require, and to allow them a suitable compensation. 6. To make by-laws not inconsistent with existing laws for the management of its property, the regulation of its affairs and the transfer of its stock. 7. To enter into any obligation or contract essential to the transaction of its authorized business. 8. To increase or diminish, by a vote of its stockholders cast as its by-laws may direct, the number of its directors or trustees, to be not less than three nor more than thirteen. 9. Any private corporation created either by special act of the legislature, or under the provisions of the general law, for the support of any benevolent, charitable, educational or mis- sionary undertaking, .... whose charter may expire or may have expired by limitation may revive such charter with all the privileges and immunities and rights of property, real and per- sonal, exercised and held by it at the date of the expiration of its said charter, by filing, with the consent of a majority of its stockholders, a new charter under the provision of the general law of the State of Texas, reciting therein such original privi- leges and immunities and rights of property, and by filing 35 49° Religious Corporations. therewith a certified copy of such original forfeited charter; and any two or more of such corporations may revive and con- solidate their charters under a new corporate name or under the name of either, with all the privileges, immunities, and rights of property, real and personal, enjoyed by each at the date of the expiration of their several charters, by, in like manner filing a charter, which shall recite the fact of consoli- dation, accompanied by certified copies of said original charters ; Provided, This act shall not be construed to relieve any corpo- ration from the payment of occupation taxes now or hereafter required by law. [As amended. Laws of 1S83, chap. 95.] 16. Unnecessary lands to be disposed of. — 575a4. All private corporations authorized by the laws of Texas, as provided in chapter loi, article 566, acts of 1891, twenty-second legislature, to do business in this State, whose main purpose is not the acquisition or ownership of lands, as mentioned in the preceding sections, which have heretofore, or may hereafter acquire, by lease, purchase or otherwise, more land than is necessary to enable them to carry on their business, shall, within fifteen years from the time this act takes effect, or the date said land may be hereafter acquired in good faith sell and convey in fee simple all lands so acquired, and which are not necessary for the transaction of their business. And no private corporation shall be permitted to purchase any land under the provisions of this and the preceding sec- tions unless the lands so purchased are necessary to enable such corporation to do business in this State, or except where such land is purchased in due course of business to secure the pay- ment of debt: Provided, That nothing in this law shall be construed to prohibit the lease, purchase, sale, or subdivision of lands within incorporated towns, cities, or villages, and the suburbs of such towns, cities, and villages, within two miles from the limits of said incorporation in any direction. 17. Trustees, quorum of, and annual elections. — 579. A majority of the directors or trustees shall constitute a quorum, and be competent to fill vacancies in the board, and to transact all business of the corporation. An annual election shall be held for directors or trustees at such time and place as the by-laws of the corporation may require. 18. Officers to be chosen. — 580. The directors or trus- tees shall choose one of their number president, and shall ap- Texas. 49i point a secretary and treasurer and such other officers as they may deem necessary for the corporation. 19. By-laws to be adopted, etc.— 581. The directors and trustees may adopt by-laws for the government of the cor- poration ; but such by-laws may be altered, changed or amended by a majority vote of the stockholders at any election or special meeting ordered for that purpose by the directors or trustees, on a written application of a majority of the stockholders or members. 20. Number of directors may be increased. — 582. All corporations heretofore created and now in existence under any law of this State, are hereby authorized to increase the number of directors or trustees of any such corporation. 21. Effect of failure to elect directors. — 583. In case it should happen that an election for directors or trustees should not be held on the day appointed by the by-laws of any corpo- ration, such corporation shall not for that reason be deemed to be dissolved, but it shall be lawful on any other day to hold a meeting and elect its directors or trustees in such manner as shall be prescribed by the by-laws thereof. 22. Property of religious corporations to vest in trustees, etc. — 584. The secular affairs of a religious corpo- ration shall be under the control of a board of trustees to be elected by the members of such corporation, and the title to all property of any such corporation shall vest in such trustees. 23. Property to be used only for charter objects. — 589. No corporation created under the provisions of this title shall employ its stock, means, assets, or other property, directly or indirectly, for any other purpose whatever, than to accom- plish the legitimate objects of its creation. 24. May recover debts from members. — 593. All bodies corporate may sue for, recover and receive from their respective members, all arrears or other debts, dues or other demands, which now are, or hereafter may be owing to them, in like mode, manner and form, as they might sue for, recover and receive the same from any person not a member of their body. 492 Religious Corporations. Chap. IV. Miscellaneous Provisions. 25. Misnomer not to vitiate conveyances, etc. — 598. No misnomer of any corporation shall defeat or vitiate any gift, grant, conveyance, devise or bequest to the same 26. Obligation to ostensible corporation may be valid. — -599. No person who assumes an obligation to an ostensible corporation as such, shall resist the enforcement of such obligation on the ground that there was in fact no such corporation, until that fact has been adjudged in a direct pro- ceeding had for the purpose. 27. Conveyances, how made. — 600. Any corporation may convey lands by deed, sealed with the common seal of the corporation, and signed by the president or the presiding member or trustee of said corporation ; and such deed, when acknowledged by such officer to be the act of the corporation, or proved in the manner prescribed for other conveyances of lands, may be recorded in like manner and with the same effect as other deeds. 28. Corporations under act of 1871 validated. — 602. All articles of association filed in the state department in accordance with the provisions of an act entitled " An act con- cerning private corporations," purporting to have been passed December 2, 187 1, are hereby validated as fully as if filed under the provisions of this title. 29. Records of corporation to be evidence. — 601. The records of any company incorporated under the provisions of any statute of this State, or copies thereof duly authenti- cated by the signatures of the president and secretary of such company, under the corporate seal thereof, shall be competent evidence in any action or proceeding to which such corporation may be a party. Chap. V. Dissolution of Private Corporations. 30. How effected. — 604. A corporation is dissolved : 1, By the expiration of the time limited in its charter. 2. By a judgment of dissolution rendered by a court or competent jurisdiction. 31. Limit for commencing operations three years. — 605. Every corporation created under this title, or any general Texas. 493 law of this State, shall commence active operations within three years after filing its charter with the secretary of state, and in default thereof said corporation shall be dissolved and its charter become void. 32. Trustees may be receivers. — 606. Upon the dis- solution of any corporation already created by or under the laws of this State, unless a receiver is appointed by some court of competent authority, the president and directors or managers of the affairs of the corporation at the time of its dissolution, by whatever name they may be known in law, shall be trustees of the creditors and stockholders of such corporation, with full power to settle the affairs, col- lect the outstanding debts, and divide the moneys and other property among the stockholders, after paying the debts due and owing by such corporation at the time of its dissolu- tion as far as such money and property will enable them; and for this purpose they may maintain or defend any judi- cial proceeding. 33. Responsibility of receivers. — 607. The trustees mentioned in the preceding article shall be severally responsible to the creditors and stockholders of such corporation to the extent of its property and effects that shall have come into their hands. Chap. XL Religious, Charitable and Other Corporations. 34. Churches, how incorporated. Powers. Trus- tees cannot exercise spiritual functions. — 637. Any re- ligious society .... may, by the consent of a majority of its members, become bodies corporate under this title, electing directors or trustees, and performing such things as are directed in the case of other corporations ; and, when so organized, shall have all the powers and privileges, and be subject to all the restrictions in this title contained, for the objects named in the charter, and shall have the same power to make by-laws for the regulation of their affairs as other corporations. Such directors and trustees shall not usurp or exercise the functions of the officers in charge of the spiritual affairs of any society. 494 Religious Corporations. 35. Church charters need not include capital stock. — 638. No religious, literary, social, scientific, industrial, benevolent or other society, association, company, corporation or institution, that does not have a capital stock, will be re- quired in its charter to make any statement of the amount of capital stock or amount of each share ; but such charter, if it contains the other statements therein required, and also an estimate of the value of the goods, chattels, lands, rights and credits owned by the corporation, will be sufficient. UTAH.* CONSTITUTION. Article I. Declaration of Rights. (In effect, Jan. 4, 1896.) 1. No religious tests for office, nor establishment of religion, etc. — 4. The rights of conscience shall never be in- fringed. The State shall make no law respecting an establish- ment of religion or prohibiting the free exercise thereof; no religious test shall be required as a qualification for any office of public trust or for any vote at any election, nor shall any per- son be incompetent as a witness or juror on account of religious belief or the absence thereof. There shall be no union of church and State, nor shall any church dominate the State or interfere with its functions. No public money or property shall be appropriated for or applied to any religious worship, exercise or instruction, or for the support of any ecclesiastical establish- ment .... 2. All charters revocable. — 23. No law shall be passed granting irrevocably any franchise, privilege or immunity. Article III. Ordinance. 3. Freedom of worship assured. — The following ordi- nance shall be irrevocable without the consent of the United States and the people of this State : First, Perfect toleration of religious sentiment is guaran- teed. No inhabitant of this State shall ever be molested in person or property on account of his or her mode of religious worship Article VI. Legislative Department. 4. General laws to be enacted. Limits on legislative power. — 26. The legislature is prohibited from enacting any private or special laws ♦Utah has become the forty-fifth State. The enabling act was approved July 17, 1894. and the Territory admitted Jan. 4, 1896. For U. S. laws applicable in the Territo- ries see Arizona, p. 4. See also No. 12, p. 497. (495) 496 Religious Corporations. Sixteenth, Granting to an individual, association, or corpo- ration any privilege, immunity, or franchise. Eighteenth, .... The legislature may repeal any exist- ing special law relating to the foregoing subdivisions. In all cases where a general law can be applicable no special law shall be enacted. 5. Future benefits dependent upon acceptance of constitution. — 2 no corporation in existence at the time of the adoption of this constitution shall have the benefit of future legislation without first filing in the office of the secre- tary of state an acceptance of the provisions of this constitution. 6. Charter not to be extended. — 3. The legislature shall not extend any franchise or charter of any corporation now existing or which shall hereafter exist under the laws of this State. 7. Definition and powers of corporations. — 4- The term "corporation," as used in this article, shall be construed to include all associations .... having any powers or privi- leges of corporations not possessed by individuals or partner- ships, and all corporations shall have the right to sue, and shall be subject to be sued, in all courts in like cases as natural persons. Article X. Education. 8. No appropriations for religious institutions. — 13. Neither the legislature nor any .... public corporation shall make any appropriation to aid in the support of any school .... or other institution controlled in whole or in part by any church, sect, or denomination whatever. Article XII. Corporations. 9. General laws to be enacted. — i. Corporations may be formed under general laws, but shall not be created by spe- cial acts. All laws relating to corporations may be altered, amended, or repealed by the legislature, and all corporations doing business in this State may, as to such business, be regu- lated, limited, or restrained by law. 10. Conditions precedent to transaction of business. — 9. No corporation shall do business in this State without having one or more places of business, with an authorized agent or agents upon whom process may be served, nor without first Utah 497 filing a certified copy of its articles of incorporation with the secretary of state. 11. Limit upon business. — 10. No corporation shall en- gage in any business other than that expressly authorized in its charter or articles of incorporation. Article XXIV. Schedule. 12. Territorial laws in force.— 2. All laws of the Terri- tory of Utah now in force, not repugnant to this constitution, shall remain in force until they expire by their own limitations, or are altered or repealed by the legislature COMPILED LAWS, 1888. [With amendments to 1895.] Part IV. Chap. I. Private Corporations and Asso- ciations. 13. Number of corporators. — 2267. Hereafter, when- ever any number of persons, not less than five, one-third of whom being residents of this Territory, and desirous of associ- ating themselves together for the establishing and conducting any .... colleges, seminaries, churches, libraries, or any other benevolent, charitable, or scientific associations, or for any rightful subject, consistent with the constitution and laws of the United States and the laws of this Territory, and who wish to incorporate for that purpose, may, by complying with the provisions of this act, become a body corporate. 14. Agreement, contents of.* — 2268. They shall enter into an agreement in writing, signed by each of them, and by at least three of their number acknowledged before the probate judge of the county in which they have established or intend to establish their principal place of business, stating the precinct or city, and stating the name of the association, their names and places of residence written in full, the time of its duration, which shall not in any case be less than three years nor more than fifty years, the pursuit or business agreed upon, specifying it in general terms, the place of its general business, .... the number and kind of officers for the association, with their qualifications and term of office and the time and manner of * See No. 28, p. 501. 498 Religious Corporations. their election, removal and resignation, how many of the entire board of directors or trustees shall be necessary to form a quo- rum and be authorized to transact the business, and exercise the corporate powers of the corporation .... with such addi- tional clauses as they deem necessary for the conducting of the business and its future safety and welfare. To this there shall be added the oath or affirmation of three or more of their number to the effect that they have commenced, or it is bona fide their intention to commence, and carry on the business mentioned in the agreement. [As amended, Mar. 13, 1890.] 15. Agreement to be recorded. — 2269. The agreement, with the oath or affirmation, shall, within ten days from its due execution, be deposited with the probate clerk of the county in which the general business is to be carried on, and shall be by him recorded in a book to be prepared for that purpose and kept in his office, the expenses of which recording shall be paid by the association. 16. Filing agreement. Certificate of incorporation. — 2271. So soon as the agreement and oath or affirmation and oath of office and bonds are filed, the clerk of the probate court shall issue under the seal of the court, a certificate . . . . ; Provided, That corporations formed for religious, social, benevolent, educational or scientific purposes, .... shall not be required to file copies of their articles in the office of the secretary of the Territory, but the clerk of the probate court shall issue to such corporations, under the seal of the court, a certificate to the effect that the articles of agreement and oath or affirmation have been filed in his office, which certificate shall be evidence of the due incorporation of the same. 17. Powers. By-laws. Quorum of directors. — 2272. The corporation in its name shall have power to make con- tracts, to sue and to be sued, to have a seal, which it may alter at pleasure, to buy, use, and sell or dispose of all such real estate as may be necessary for its general business and such as shall be necessary for the collection of its debts or judgments or decrees in its favor; but it shall not have power to enter into, as a business, the buying and selling of real estate. It may make all such by-laws, rules and regulations, not incon- sistent with the laws in force, or which may be in force in this Territory, and not inconsistent with other corporate rights, and vested privileges, as may be necessary to carry into effect the Utah 499 object of the association ; and such by-laws, rules and regula- tions may be made in a general meeting of the stockholders or by a board of directors or trustees selected by them The corporate powers of the corporation shall be exercised by the board of directors or trustees The number of directors or trustees named in the agreement of incorporation as being sufficient to form a quorum for the transaction of busi- ness shall form a board, providing that a quorum shall not be less than one-fourth of the whole number of directors or trus- tees, and every decision of a majority of the board so formed shall be valid as a corporate act, and all corporate acts hereto- fore exercised by the board of directors or trustees of any cor- poration organized under and by virtue of the laws of Utah Territory, are hereby validated and confirmed. [As amended, Mar. 13, 1890.] 18. Settlement after dissolution, how effected.* — 2275. Whenever the corporation shall be dissolved, if there shall be debts or claims due to it, or debts and obligations against it, or assets, real or personal, not converted into money for distribu- tion, the corporate powers shall be continued for the purpose of collecting the debts or claims due and paying its debts or obligations, and selling and converting its assets into money and distributing the same among the stockholders; and if no sufficient means of effecting the object and intent of this sec- tion be provided in the agreement or by-laws, the court shall have power on the application of any person interested, to make all needful rules and orders and judgments necessary to carry the provisions of this section into effect. 19. Removal of officers. Term of service. — 2277. The directors, trustees or other officers may be removed from office for misconduct in the manner prescribed by the agreement of incorporation or the by-laws, and all such officers after being qualified to act may continue to act unless removed for miscon- duct until their successors are elected or appointed and quali- fied. [As amended. Mar. 13, 1890.] 20. Postponed elections, when to beheld. — 2278. If, from any cause, the officers shall not be elected at the time pro- vided in the agreement or by-laws, such election may be made at such other time as the officers and directors may appoint. If such appointment be not made within three months, then at the call of any six stockholders. *§ 2274, on Dissolution, appears to apply only to stock corporations. 500 Religious Corporations. 21. Records to be kept. — 2279. It shall be the duty of the corporation to keep true and correct books of its proceed- ings and business. 22. False entries on records, etc. — 2281. If the sec- retary, clerk, or other person having the charge of keeping the books of the corporation, or any other person whose duty it is to make entries in such books, shall willfully omit to make the proper entries, or shall and willfully make any false and ficti- tious entries therein, with intent to deceive or defraud the cor- poration or any stockholder, creditor or other person, he and his counsellors, advisers, aiders and abettors shall be deemed guilty of forgery, and shall be punished as provided by law for the punishment of the crime of forgery. 23. Improper practices to be punished. — 2282. If any officer, director, employee, or other person having the charge or management of any money or other property of the corpo- ration, or to whom any such money or other property shall be entrusted for any purpose whatever, shall fraudulently misap- ply, carry away, secrete, conceal or convert to his own use any such money or other property with intent to defraud such corporation, or any stockholder, creditors or other person, he, his counsellors, aiders and abettors shall be deemed guilty of embezzlement, and shall be punished as provided by law for the punishment of embezzlement. 24. Transcript of record. — 2283. It shall be the duty of the clerk, with whom the records in this act mentioned are kept,* at the request of any person interested therein, or who needs the same for evidence, on being paid his fees therefor, to give a transcript of such record under the seal of said court, .... which transcript shall be conclusive evidence of such record and /rzw^ _/«rzV evidence of the facts therein stated. 25. Must commence operations within two years. — 2284. Non-use for two years of the franchise herein given, shall be a forfeiture of the privileges herein granted. 26. Legislature may amend or repeal. — 2287. The governor and legislative assembly may hereafter modify or re- peal this act; but if it be repealed, or if the franchise of any cor- poration organized under this act, shall be forfeited, the corpo- * See No. i6, p. 498. Utah, 501 ration may continue for the purposes specified in section 9* of the act to which this is an amendment. Incorporation of Religious Societies. 27. Directors to be elected. — 2288. Religious, social, benevolent, scientific and other corporations included in sectionf I of this act, when pecuniary profit is not their object, may, in accordance with the rules, regulations, or discipline of such association or institution, elect directors, the number thereof to be not less than three or more than thirteen, and may incorpo- rate themselves as provided in this act. 28. Articles, contents of. OflBcers, term and qualify- ing of. — 2289. Instead of the requirements provided for in- corporating associations in section;}; 2 of this act pertaining to subscription of capital stock, or the payment thereof, it shall be sufficient for the associations mentioned in the preceding sec- tion, if the articles of agreement or incorporation set forth the holding of the election of directors, the time and place where the same was held, that a majority of the members of such religi- ous, social, scientific, or benevolent association, or branch thereof, were present at such election and signed the articles of agreement and the result thereof; to be verified by the officers conducting such election. Said directors or other officers shall qualify and continue in office as provided in the articles of agreement or by-laws consistent with this act. 29. Powers. Annual report. — 2290. Corporations re- ferred to in the two preceding sections may hold all the property of the association, or members thereof, owned prior to incorpo- ration or acquired thereafter in any manner, and transact all business relative thereto ; but no such corporation must own or hold more real estate than may be necessary for the business and objects of the association ; Provided, That incorporated associa- tions of Masons, Odd Fellows, endowed institutions of learning, or other associations, under the provisions of this act, may hold such real estate as may be necessary to carry out their charita- ble purposes, or for the establishment and endowment of insti- tutions of learning connected therewith. The directors must annually make a full report of all propert}-, real and personal, held in trust for their corporation by them, and of the condition thereof, to the members of the association for which they are acting. * See No. i8, p. 499, fSee No. 13, p. 497. % See No. 14, p. 497. 502 Religious Corporations. 30. Mortgage or sale must be authorized by mem- bers.— 2291. Corporations organized by members of associa- tions mentioned in section 22 of this act, may, when necessary for their good, mortgage or sell their real estate or personal property ; Provided^ That such mortgage or sale must be au- thorized by a two-thirds majority vote of its members present at a duly called meeting for that purpose. Such sale may be made by the directors of such corporation and the proceeds thereof used as may be provided by the by-laws thereof. 31. Method of validating defective organizations.— 2292. All associations incorporated, or purported to be incor- porated under the laws of this Territory, which have heretofore filed, acknowledged, verified and recorded their articles of agreement, or incorporation, in any county of the Territory, shall be established and confirmed as corporations from the time of the organization thereof, as fully as if said articles were acknowledged, verified, filed and recorded in the county of the principal place of business of said incorporation, upon the filing of such incorporation of certified copies of its articles and cer- tificate of incorporation with the secretary of the Territory, and with the clerk of the county court of the county of this Territory in which its principal office or place of business is situated. Part IX. Chap. III. Interpretation. 32. What certain words include. — 2983. Words used in one tense may include either; the masculine the feminine; the singular the plural; and the plural the singular; "person " may include a partnership, corporation or company; "writing" may include printing, and ' ' oath " include affirmation or declara- tion; " signature " may include a mark with the person's name written near it, and witnessed by some person who can write; and where joint authority is given to three or more persons, such authority executed by a majority of such persons shall be valid, unless otherwise restricted in the law or instrument conferring such authority. 33. Meaning of "seal." — 2984. The word " seal " may include a scroll, printed or written, opposite the signature. Particular Denominations. 34. Sections 2438 to 2443 contain the ordinance for the incorporation of the Church of Jesus Christ of the Latter-Day Saints, commonly known as the Mormon Church. VERMONT. CONSTITUTION. (In effect, July g, 1793.) Chap. I. 1. Religious freedom guaranteed. Observance of the Sabbath. — 3, All men have a natural and unalienable right, to worship Almighty God, according to the dictates of their own consciences and understandings, as in their opinion shall be regu- lated by the word of God ; and .... no man ought to, or of right can be compelled to attend any religious worship, or erect or sup- port any place of worship, or maintain any minister, contrary to the dictates of his conscience, nor can any man be justly de- prived or abridged of any civil right as a citizen, on account of his religious sentiments, or peculia(r) mode of religious wor- ship ; and .... no authority can, or ought to be vested in, or assumed by, an}' power whatever, that shall in any case inter- fere with, or in any manner control the rights of conscience, in the free exercise of religious worship. Nevertheless, every sect or denomination of Christians ought to observe the Sabbath or Lord's day, and keep up some sort of religious worship, which to them shall seem most agreeable to the revealed will of God. Chap. II. 2. Assembly's power over charters. — 9. The general assembly .... shall have power to ... . grant charters of incorporation. 3. Religious societies to be protected. — 41 All religious societies, or bodies of men, that may be hereafter united or incorporated for the advancement of religion .... shall be encouraged and protected in the enjoyment of the privi- leges, immunities, and estates, which they in justice ought to enjoy, imder such regulations as the General Assembly of this State shall direct. (503) 504 Religious Corporations. REVISED LAWS, 1880* Title I. Construction of Statutes. Chap. I. 4. Pews are real estate. — 9 Pews or slips in places of public worship shall be treated as real estate. Title XI. Chap. LXXXIII. Levy or Execution. 5. Pews cannot be sold on execution.! — 1556. The goods or chattels of a debtor may be taken and sold on execu- tion except .... one pew or slip in a meeting house or place of religious worship. Title XIII. Chap. XCVIII. Conveyances and Devises of Real and Personal Estate for Religious Purposes. 6. Corporation may appoint agent. — 1926. A public or private corporation, authorized to hold real estate, may con- vey the same by an agent appointed by vote for that purpose. 7. No estate to vest in ecclesiastical persons. — 1956. No grant, conveyance, devise, or lease of personal or real estate to, nor a trust of such personal or real estate for the benefit of a person and his successor in any ecclesiastical office, shall vest an estate or interest in such person or his successor; and no such grant, conveyance, devise, or lease to or for such person, by the designation of such office, shall vest an estate or interest in a successor of such person. But this section shall not be deemed to admit the validity of such grant, conveyance, devise, or lease heretofore made. 8. Real estate to vest only in religious corporation. — 1957. No future grant, conveyance, devise or lease, of real estate for the purpose of religious worship for the use of a con- gregation or society, shall vest a right, title or interest in a per- son to whom such grant, conveyance, devise or lease is made, unless the same is made to a corporation organized for the sup- port of the gospel and the maintenance of public worship, or to procure, hold, and keep in repair a house of public worship ac- cording to law. 9. Past grants to vest in corporation at death of grantees. — 1958. Real estate heretofore granted, devised, or demised, for the purpose mentioned in the preceding section, to a person in an ecclesiastical office or orders, shall be deemed to * Examined to 1S94. fSee No. 26, p. 508. Vermont. 5^5 be held in trust for the benefit of the congregation or society using the same, and unless previously conveyed to a corpora- tion as provided in the preceding section, shall, upon the death of the person in whom the legal title was vested, on the seven- teenth of November, A. D. 1856, vest in the religious corpora- tion formed by the congregation or religious society occupying and enjoying such real estate, if such a corporation organized ac- cording to law is in existence at the time of such death. If such congregation or society is not incorporated, the title of such real estate shall vest in the State. 10. Governor to reconvey, when. — 1959. When title to such real estate vests in the State, it shall be under the charge of the governor, and, upon his being satisfied that such congregation or society has become a corporation according to law, he shall grant and convey such real estate and the rights, title, and interest of the State to such corporation, which shall thereupon be vested with such rights, title and interest. Title XVIII. Chap. CXXX. Towns. 11. Rents of town lands for religious purposes, how disposed of. — 2707. The rents of lands granted to the use of the ministry or social worship of God, and the rents of lands granted to the first settled minister, shall, on the Friday pre- ceding the last Tuesday in March in each year, be equally divided by the selectmen among the different organized religi- ous societies in town who maintain public worship at least one- fourth of the Sabbaths in the year; and if there is no such so- ciety, the same shall be covered into the treasury, and may be appropriated to pay for preaching the gospel .... as such town, by vote in town meeting called for that purpose in whole or in part, directs until a minister is settled, or a religious so- ciety organized in the town. Title XXVII. Chap. CLXIV. Religious and Other Societies. 12. Purposes. — 3664. Persons may associate together and have all the powers of a corporation for either of the following purposes : I. To support the gospel, maintain public worship. II. To procure, hold, and keep in repair a house of public worship. 36 5o6 Religious Corporations. III. To procure, hold, and keep in repair a parsonage, the use and avails of which shall be appropriated to the support of public worship. IV. To provide, hold, and keep in repair suitable grounds and other conveniences for burying the dead ; and any one as- sociation may embrace one or more, or all the four objects above mentioned in this section VIII. To establish and sustain libraries for Sabbath-schools, district schools, and for the use of pastors and ministers of the gospel, and for any purpose of intellectual or moral improve- ment. 13. How formed. Articles to be recorded. — 3665. Such associations shall be formed by written articles, subscribed by the members, and specifying the object of the associations and the conditions on which they are founded. Such articles of association shall be recorded in the town clerk's office of the town where such association is located, and shall be in substance as follows: ' ' We, the subscribers, hereby associate ourselves together as a corporation, under the laws of the State of Vermont, to be known by the name of {here insert name), for the purpose of (here insert the purpose of the association) at {insert the name of the town), in the county of {insert name of county) in said State, upon the following conditions, viz. : {Jiere insert the conditions under zvhich the subscribers agree to associate themselves for the purpose named.) "Dated at this day of A.D. Town clerks shall keep a separate book for recording such articles, and shall receive seven cents a folio for recording the same. 14. First meeting. — 3666. The first meeting shall be notified, organized and held in the manner prescribed in the articles of association. 15. Corporate name and seal. By-laws. — 3667. Such association may adopt a corporate name, either in the original articles, or by vote at the first meeting; and may, at any regular meeting, adopt a corporate seal, and alter the same at pleasure ; and, when organized, may adopt such by-laws and regulations as are thought expedient, not inconsistent with the articles of association or with law. 16. Powers. Property to be used only for corpo- Vermont. 507 rate objects. — 3668. Such corporations, when organized, may sue and be sued, appear, prosecute, and defend to final judg- ment and execution, in courts of law or equity or elsewhere, and purchase and hold all the real and personal estate necessary to promote the object of the association, and which shall be ex- clusively devoted to that object. 17. Money, how raised. Shares of property. — 3669. Such corporation may raise money as agreed upon in the articles of association, and may, by their articles of association or by- laws, or by vote, divide their stock or corporate property into shares, and regulate the terms and manner of holding the same. 18. Shares may be assessed. — 3670. When the stock or corporate property is so divided into shares, the corporation, at a meeting notified for that purpose, may raise money by assessment on the shares or rights of the members in proportion to their several interests; and the payment of such assessments may be enforced by the sale or forfeiture of the estate of a member in such corporation ; but no other estate of the mem- bers shall be taken or forfeited for the payment of such assess- ments. 19. Records to be kept. Evidence.— 3671. The clerk or secretary of such corporation shall keep records of the pro- ceedings; and such records may be read in evidence in court where the interest of such corporation is concerned. 20. Prior societies to retain powers conferred. — 3672. Societies formed under the provisions of a previous law for pur- poses contemplated in this chapter, may have and exercise the powers conferred by such law. 21. Legislative control. — 3673. Corporations formed under the provisions of this chapter shall be subject to such regulations or alterations as the legislature may make. Repairs of Churches. 22. Notice of meeting to provide for. — 3676. When a building owned and used as a house of public worship, needs repairs, and the owners are not an association under this chap- ter, or if such association has not the power by its articles of association to repair its house of public worship, any three per- sons who are owners in said house may call a meeting of those who are proprietors or pew owners, by posting a notice upon 5o8 Religious Corporations. the door of such house, at least fifteen days before such meet- ing, setting forth the time when such meeting will be held and the business to be transacted, and also causing said notice to be published three weeks successively in a newspaper circulating in the town where such house of worship is situated, the last of which publications shall be at least two weeks prior to such meeting. 23. Organization of meeting. — 3677. At the time ap- pointed, such meeting shall be organized by the appointment of a chairman and a secretary. 24. Voting. Committee of appraisal. Assessment. — 3678. Owners of pews shall have one vote for each pew, and at the meeting a committee of three shall be elected by ballot, who shall appraise each interest and establish the proportion each interest shall bear to the whole, and the charges for such repairs shall be assessed upon the interest of each proprietor, agreeably to such proportion. 25. Meeting may assess pews and direct repairs. — 3679. At such meeting the majority of such owners or pro- prietors may assess the pews in said house for defraying the expenses of repairing the house, and direct and make such repairs as the majority deem necessary. [As amended, Oct. 30, 1888.] 26. Sale of pews for non-payment.* Redemption. — 3680. If the owner or occupant of pews so assessed does not pay the assessment to the person authorized by the meeting to collect the same, upon ten days' notice and demand after the completion of the repairs, such collector may sell the pews of such delinquent person at public auction to the highest bidder, upon giving notice thereof as is provided in section 3471 (§ 3676), t and the balance of the proceeds arising from the sale, if any, after paying the assessments, expense of advertising, and fees equal to those allowed by law for the collection of an execution, shall be paid to the owner of the property sold. But the owner or occupant may, within six months after the sale, redeem the property, by paying to the person entitled to receive the same the amount paid for the property with ac- crued interest. And if such owner or occupant fails to redeem, the collector shall thereupon execute and deliver to the pur- • See No. 5, p. 504. f See No. 22, p. 507. Vermont. 509 chaser a deed of such pews, which deed when recorded shall convey to the purchaser a title thereto. Mode of Moving or Dissolving Religious Associations. 27. Petition to court. — 3681. When five members of a corporation or society, created for the support of the gospel and the maintenance of public worship, or to procure, hold and keep in repair a house of public worship, or a parsonage, or for all or any of said purposes, desire to dissolve or move such corpora- tion or society, they may apply by petition in writing to the county court in the county in which said corporation or society is located ; and said petition, with a citation, shall be served on said corporation, or society, like a writ of summons, at least twelve days before the sitting of said court. 28. Recognizance for petitioners. — 3682. Before issu- ing said citation said petitioners shall cause some other per- son to recognize to said corporation or society in not less than five hundred dollars, to the satisfaction of the clerk of such court, conditioned that the said petitioners will prosecute their petition to effect, and answer the damages and costs if judgment is rendered against them ; and a minute of the recognizance, with the name of the surety and the sum in which he is bound, shall be made upon the citation at the time of the signing of the same, and signed by said clerk ; and if said citation is otherwise issued the same on motion shall abate. 29. Society may defend. — 3683. When such petition is brought, the members of said corporation or society may ap- pear and defend in the name of said corporation or society, by filing a bond with the clerk in the penal sum of not less than five hundred dollars, conditioned for the payment of the costs which the petitioners may recover against said corporation or society. 30. Appointment of commissioners. — 36S4. The county court, if no sufficient cause is shown to the contrary, shall at the first term of the court appoint three disinterested persons to be commissioners, who shall fix a time and place for hearing, and give a reasonable notice thereof to those who de- fend; but if, at the time of giving said notice, no person has entered to defend, said commissioners shall give notice of said hearing by posting a notice thereof, at least ten days before said 5^0 Religious Corporations, hearing, in three or more public places in the town in which said corporation or society is located. 31. Proceedings if petition be granted.— 3685. If upon the hearing it appears to be for the best interest of a majority of the members of said corporation or society or the persons interested therein, that the same should be dissolved or moved, and that the property should be divided among the owners thereof, or that said property should be sold and the proceeds divided, the commissioners shall so report to the court, at its next regular term; and the court shall thereupon render judg- ment in accordance with the facts found and that said cor- poration or society is dissolved, and that the property belonging to it, whether real or personal, shall be divided, or sold and its proceeds divided among the owners thereof, or the persons in- terested therein, as to the court seems just, and for the peti- tioners to recover their costs, if defense is made to said petition; but if no defense is made, the petitioners shall pay the costs and the court shall so order. 32. Warrant for distribution. — 3686. The court shall, upon the final determination of said petition, issue its warrant, as final process in civil causes is now issued, to said commis- sioners, commanding them forthwith to make distribution of the property belonging to said corporation or society among the members thereof and the parties interested therein, as to said commissioners seems just, and make return thereof with their doings thereon to the clerk of the court and to the town clerk's office in the town where said corporation or society is located, and cause the same to be there recorded, within ninety days from issuing the same. 33. Proceedings if society prevails. — 3687. If upon the hearing of said petition it appears to the commissioners that the best interests of the members of the corporation or society, or the persons interested therein, do not demand that the cor- poration or society be dissolved, they shall so report, and judg- ment shall be rendered thereupon for defendant to recover his costs. 34. Commissioners' fees. — 3688. Each commissioner shall be allowed for his services two dollars a day and his ex- penses and money necessarily paid out in the performance of Vermont. 511 his duty; all other costs incurred shall be taxed as costs are now- taxed in hearings before a referee in civil causes. Particular Denominations. 35. Sections 1960-63, Title XIII, Chap. XCVIII, make special provisions for the Methodist Episcopal Church. Sections 1963-64 make special provisions for the Protestant Episcopal Church. VIRGINIA. CONSTITUTION. [In effect, Jan. 26, 1870.] Article V. 1. No charters to be granted to churches. — 17. The general assembly shall not grant a charter of incorporation to any church or religious denomination, but may secure the title to church property to an extent to be limited by law. Article XI. 2. Property rights confirmed and guaranteed. — 8. The rights of ecclesiastical bodies in and to church property conveyed to them by regular deed of conveyance shall not be affected by the late civil war, nor by any antecedent or subse- quent event, nor by any act of the Legislature purporting to govern the same, but all such property shall pass to and be held by the parties set forth in the original deeds of convey- ance, or the legal assignees of such original parties holding through or by conveyance, and any act or acts of the Legisla- ture in opposition thereto shall be null and void. CODE, 1887.* Title XXI. Chap. LXIII. Of Religious Freedom. 3. No compulsory support of religion, religious tests, etc. — 1394. "Be it enacted by the General Assembly, That no man shall be compelled to frequent or support any religious worship, place, or ministry whatsoever, nor shall be enforced, restrained, molested, or burthened in his body or goods, nor shall otherwise suffer on account of his religious opinions or belief; but that all men shall be free to profess, and by argument to maintain, their opinions in matters of religion, ♦Annual Statutes examined to 1895. (312) Virginia. 513 and that the same shall in no wise diminish, enlarge, or affect their civil capacities." [Act of Dec. 16, 1785, reasserted in 1849.] Title XXI. Chap. LXIV. Of Church Property, Benevo- lent Associations and Objects. 4. Conveyances of land confirmed. — 1398. Every conveyance, devise, or dedication shall be valid, which since the first day of January, seventeen hundred and seventy-seven, has been made, and every conveyance shall be valid which hereafter shall be made, of land for the use or benefit of any religious congregation, as a place for public worship, or as a burial place, or a residence for a minister; or for the use or benefit of any church, or religious society, as a residence for a bishop, or other minister or clergyman, who, though not in spe- cial charge of a congregation, is yet an officer of such church or religious society, and employed under its authority, and about its business; and the land shall be held for such use or benefit, and for such purpose, and not otherwise. 5. Trustees to be appointed. — 1399. The circuit court of the county, or the circuit or corporation court of the corpora- tion, or the judge thereof in vacation, wherein there is any parcel of such land, or the greater part thereof, may on appli- cation of the proper authorities of such congregation, from time to time appoint trustees, either when there were, or are none, or in place of former trustees, and change those so appointed whenever it may seem to the court proper, to effect or promote the purpose of the conveyance, devise, or dedica- tion, and the legal title to such land shall, for that purpose, be vested in the said trustees for the time being and their succes- sors. 6. Property rights in divided congregation vested in majority, subject to court. — 1400. If a division has heretofore occurred or shall hereafter occur in a church or religious society, to which any such congregation is attached, the communicants, pewholders, and pew owners of such corpora- tion, over twenty-one years of age, may by a vote of a majority of the whole number, determine to which branch of the church or society such congregation shall thereafter belong. Such determination shall be reported to the circuit court of the county, or circuit or corporation court of the corporation. 5T4 Religious Corporations. wherein the property held in trust for such congregation or the greater part thereof is ; and if the determination be approved by the court, it shall be so entered in its chancery order book, and shall be conclusive as to the title to and control of any property held in trust for such congregation, and be respected and enforced accordingly in all of the courts of this State. If a division has heretofore occurred or shall hereafter occur in a congregation, which in its organization and government is a church or society entirely independent of any other church or general society, a majority of the members of such congrega- tion, entitled to vote by its constitution as existing at the time of the division, or where it has no written constitution, entitled to vote by its ordinary practice or custom, may decide the right, title, and control of all property held in trust for such congre- gation. Their decision shall be reported to such court, and if approved by it, shall be so entered as aforesaid, and shall be final as to such right of property so held. 7. Title to books and furniture in trustees. — 1401- When books or furniture shall be given or acquired for the benefit of such congregation, church, or religious society, to be used on the said land in the ceremomes of public worship, or at the residence of the minister, the same shall stand vested in the trustees having the legal title to the land, to be held by them as the land is held, and upon the same trusts. 8. Suits by and against trustees. — 1402. The said trustees, and such as are mentioned in section fourteen hun- dred and nine,* may, in their own names, sue for and recover any land or other property held by them respectively in trust, or damages for any injury thereto, and be sued in relation to the same. Such suit, notwithstanding the death of any of the said trustees, or the appointment of others, shall proceed in the names of the trustees by or against whom it was instituted. 9. Limitation upon real estate. — 1403- Such trus- tees shall not take or hold at any one time more than two acres of land in a city or town, nor more than seventy-five acres out of a city or town. 10. Suits may be brought to protect trusts. — 1404. Any one or more members of any religious congregation may * Trustees of any society of freemasons, odd fellows, sons of temperance, or any other benevolent or literary association. Virginia, 515 in his or their names, in behalf of such congregation, com- mence and prosecute a suit in equity against any such trustee, to compel him to apply such land or property for the use or benefit of the congregation, as his duty shall require. No member of the congregation need be made a member to such suit; but, in other respects, the same shall be proceeded in, heard, and determined as other siiits in equity, except that it may be proceeded in, notwithstanding the death of the plain- tiff; as if he were still living. 11. Suits may be brought for sale or mortgage. — 1405. Whenever any religious congregation, for whose use a conveyance, devise, or dedication of land has been lawfully made, shall deem that their interest will be promoted by a sale of the whole or a part of such land, or by a mortgage thereof, or deed of trust thereon, it shall be lawful for any member of such congregation, in his name and in behalf of the other members thereof, to prosecute a suit for either of said purposes in the circuit court of the county, or circuit or corporation court of the corporation, in which such land, or the greater part thereof, lies, against the trustees or the survivors of them in whom the legal title is; and it shall be lawful for such court, if a proper case be made, and the court be of opinion that the rights of others will not be violated thereby, to order the sale of such land or part thereof, or the execution of such mortgage or deed of trust, and make such disposition of the proceeds of such sale as the congregation may desire. 12. Trustees may petition for sale or mortgage. Property of extinct churches, how disposed of. — 1406. The trustees of such congregation may file their petition in the circuit court of the county or the circuit or corporation court of the corporation wherein the land, or the greater part thereof, held by them as trustees lies, or before the judge of said court in vacation, asking leave to sell, encumber or ex- change the said land, or a part thereof; and upon evidence being produced before the court, or the judge thereof in vaca- tion, that it is the wish of said congregation to sell, exchange or encumber the said property, the court, or the judge thereof in vacation, shall make such order as may be proper providing for the sale of such land, or a part, or that the same may be exchanged or encumbered, and, in case of sale, for the proper investment of the proceeds. And when any such religious 5^6 Religious Corporations. congregation has become extinct or has ceased to occupy said property as a place of worship, so that it may be regarded as abandoned property, the petition may be presented either by the surviving trustee or trustees, should there be any, by any one or more member or members of said congregation, should there be any, or by the religious body which, by the laws of the church or denomination to which said congregation belonged, has the charge or custody of said property, or in which it may be vested by the laws of said church or denomination ; and the court, or the judge thereof in vacation, shall make a decree for the sale of said property and the disposition of its proceeds in accordance with the law of said denomination ; and the printed acts of said church or denomination issued by its authority, embodied in book or pamphlet form, shall be taken and regarded as the law and acts of said denomination or religious body. The court, or judge thereof in vacation, may make such order as to the costs in all these proceedings as may seem proper. [As amended, Feb. 27, 1894.] WASHINGTON. CONSTITUTION. [In effect, Nov. ii, 1889.] Art. I. Declaration of Rights. 1. No irrevocable charters. — 8. No law granting irre- vocably any privilege, franchise, or immunity shall be passed by the legislature. 2. No religious establishment or qualification for ofiice, etc. — n. Absolute freedom of conscience in all mat- ters of religious sentiment, belief, and worship shall be guaran- teed to every individual, and no one shall be molested or dis- turbed in person or property on account of religion, but the liberty of conscience hereby secured shall not be so construed as to excuse acts of licentiousness, or justify practices incon- sistent with the peace and safety of the State. No public money or property shall be appropriated for or applied to any religious worship, exercise, or instruction, or the support of any religious establishment. No religious qualification shall be required for any public office or employment, nor shall any person be incompetent as a witness or juror in consequence of his opinion On matters of religion, nor be questioned in any court of justice touching his religious belief to affect the weight of his testimony. 3. Laws to grant equal privileges. — 12. No law shall be passed granting to any citizen, class of citizens, or corpora- tion other than municipal, privileges or immunities which upon the same terms shall not equally belong to all citizens or corpo- rations. Article II. 4. Special laws not to be passed. — 28. The legisla- ture is prohibited from enacting any private or special laws in the following cases : . . . . § 6. For granting corporate powers or privileges. (517) 5i8 Religious Corporations. Article XII. 5. General laws to be enacted.— i. Corporations may be formed under general laws, but shall not be created by spe- cial acts. All laws relating to corporations may be altered, amended or repealed by the legislature at any time, and all cor- porations doing business in this State may, as to such business, be regulated, limited or restrained by law. 6. Charters not to be extended or forfeitures re- mitted by legislature. — 3. The legislature shall not extend any franchise or charter, nor remit the forfeiture of any fran- chise or charter of any corporation now existing, or which shall hereafter exist under the laws of this State. 7. Meaning of "Corporation." Power to sue. — 5. The term " corporation," as used in this article, shall be con- strued to include all associations and joint stock companies having any powers or privileges of corporations not possessed by individuals or partnerships, and all corporations shall have the right to sue and shall be subject to be sued in all courts in like cases as natural persons. Article XXVII. 8. Territorial laws in force until repealed.* — All laws now in force in the Territory of Washington which are not repugnant to this constitution shall remain in force until they expire by their own limitation, or are altered or repealed by the legislature. GENERAL STATUTES, 1891. [With amendments to 1895.] Title XVIII. Chap. IX. Of Corporations for Religious, Educational and Charitable Purposes. 9. How incorporated. Contents of articles. — 1638. .... Any two or more persons desirous of forming a corpo- ration for a college, seminary, church, library, or benevolent, temperance, charitable or scientific society, shall make and subscribe written articles of incorporation in triplicate, and acknowledge the same before any officer authorized to take the *See No. 24, p. 525. Washington. 519 acknowledgments of deeds, and file one of such articles in the office of the secretary of State, and another in the office of the county auditor of the county in which the principal place (of) business of the corporation is intended to be located, and retain the third in the possession of the corporation. Such articles shall specify : I. The corporate name and location and chief place of business of such corporation. 2 If not a joint stock company, then the terms of admission to membership. 3. The object for which the corporation is formed. 4. By what officers the affairs of said corporation shall be managed, and when such officers are to be elected, or, if ap- pointed, when and by whom such appointments are to be made. [As amended, March 20, 1895.] 10. Powers. — 1639. When such articles shall have been filed as aforesaid the persons who shall have signed and verified the same, and their successors, shall be a body politic and cor- porate, with perpetual succession, they shall be capable, in law, of suing and being sued, pleading and being impleaded, answer- ing and being answered in all the courts of the State ; they may have a common seal, alter and change the same at pleasure, acquire, mortgage and sell property, personal and real, for the purpose of carr5'ing out the objects of the corporation, and make by-laws, rules, and regulations, as they may deem proper and best for the welfare and the good order of the incorpora- tion, and may amend the articles of the incorporation by sup- plemental articles: Provided, That such by-laws, rules and regulations be not contrary to the constitution and laws of the United States, and the existing laws of the State. II. Dissolution, how effected.— 1642. Any corporation desiring its dissolution may, by a three-fourths vote of all its members at some regular meeting, execute a surrender of all its corporate powers, and upon the filing of duplicate surren- ders with the said auditor and secretary of State, the said cor- poration shall be dissolved to all intents and purposes. Defective Articles. [Act of Mar. 2, 1895.] 12. How validated. — i. All instruments purporting to be articles of incorporation for a college, seminary, church, 520 Religious Corporations. library, or benevolent, charitable, or scientific societ}', made and executed in accordance with the provisions of chapter 9, title 18, of volume i of Hill's Annotated Statutes and Codes of Washington, or under and by virtue of the provisions of sec- tions 2450 to 2454,* both inclusive, of the Code of Washington of 1881, except that the same have been acknowledged before an officer authorized by law to take the acknowledgment of deeds, and have not been sworn to by the trustees as by said laws required, or have been filed with the auditor of the county where the chief place of business of the corporation so pur- porting to be formed is located, instead of being recorded as by said laws required, or which are defective in both of said respects, are hereby declared to be, and are hereby made to be, good and valid articles of incorporation ; and the corporations formed, or attempted to be formed by virtue of said articles of incorporation, are hereby declared to be, and are hereby made, good and valid, and existing corporations, with the same and as full powers, rights and liabilities as they would have had if the said articles of incorporation had been executed and re- corded as by laws required, and that all acts, deeds, and pro- ceedings had or done by said corporations, or under said articles of incorporation, and all rights acquired as to both real and personal property, and all obligations of every kind incurred by such corporations, are hereby made of the same force, effect and validity as if said articles of incorporation had been exe- cuted as required by law. Lists of Officers. [Act of Mar. 20, 1895.] 13. Existing corporations. — i. Every corporation here- tofore organized under the laws of the Territory or State of Washington, and every corporation which may hereafter be organized under the laws of this State, shall, on or before the second Tuesday of January of each year, and at such other times as such corporations may elect so to do, file with the county auditor of the county in which suph corporation has its principal place of business, a statement, sworn to by its presi- dent and attested by its secretary and sealed with its corporate seal, containing a list of all its officers and their respective titles of office, names and addresses, and the term of office for which they have been chosen. *See Sees. 16385^3., Nos. 9-11, pp. 51S, 519. Washixgtox. 521 14. Future corporations. — 2. Every corporation which shall be hereafter organized under the laws of this State shall, within thirty days after it shall have filed its certificate of incor- poration with the county auditor of the county in which it has its principal place of business, file with such county auditor a statement, sworn to by its president and attested by its secre- tary and sealed with its corporate seal, containing a list of all of its officers and their respective titles of office, names and address, and the term of office for which they have been chosen. Corporations for Religious and Other Purposes. [Act of March 21, 1895.] 15. How incorporated, i. Two or more persons within this State who associate themselves together by an agreement in writing, as hereinafter described, with the intention of form- ing a corporation for any of the purposes hereinafter specified, tipon complying with the provisions of sections 4, 5 and 6* of this act, shall be and remain a corporation. 16. Purposes. — 2. Such association may be formed for any educational, charitable, benevolent or religious purposes; .... for supporting any missionary enterprise having for its object the dissemination of religious or educational instruction ; for promoting temperance or morality in this State, or other charitable or social bodies of a like character and purpose 17. Articles, contents of. — 3. The agreement shall state that the subscribers thereto associate themselves with the intention of forming a corporation, the name of the corpora- tion, the purposes for which it is formed, the town or city — which shall be in this State — in which it is located, and if it has a capital stock, the amount thereof, and the number and par value of its shares. The name shall be one not previously in use by any existing corporation, and shall be changed only as hereinafter provided. 18. First meeting, how called. — 4- The first meeting of the subscribers to such agreement shall be called by a notice signed by one or more thereof, stating the time, place and pur- pose of the meeting; a copy of which notice shall, seven days at least before the day appointed for the meeting, be given to each subscriber, and left at his usual place of business or place of residence, or deposited in the post-office, postpaid, and *See Nos. i8, 19 and 20, pp. 521, 522. 37 5^2 Religious Corporations. addressed to him at his usual place of business or of residence. And whoever gives such notices shall make affidavit of his doings, which shall be recorded in the records of the corpora- tion. 19. First meeting, officers, by-laws. — 5. At such first meeting, including any necessary or reasonable adjournment, an organization shall be effected by the choice by ballot of a temporary secretary, and by the adoption of by-laws, and the election of a president, secretary, treasurer and a board of trustees, not less than three nor more than fifteen in number, and such other officers as may be provided for by the by-laws. But at such first meeting no person shall be eligible as an offi- cer or trustee who has not subscribed to the agreement of asso- ciation. The temporary secretary shall make and attest a record of the proceedings until the secretary has been chosen. 20. Certificates of association and incorporation. — 6. The president, secretary and a majority of the trustees shall forthwith make, sign and swear to a certificate setting forth a true copy of the agreement of association, with the names of the subscribers thereto, the date of the first meeting and the successive adjournments thereof, if any, and shall file such certi- ficate in the office of the county auditor of the county wherein the organization is effected and in the office of the secretary of state, who, upon payment of a fee of five dollars, shall cause the same to be recorded in a book to be kept for that purpose, and shall thereupon issue a certificate in the following form : " State of Washington. "Be it known that, whereas (here the names of the sub- scribers to the agreement of association shall be inserted) have associated themselves with the intention of forming a corpora- tion under the name of (here the name of the corporation shall be inserted), for the purpose (here the purpose declared in the agreement of association shall be inserted), with a capital of (here the amount of the capital stock shall be inserted, or if there is no capital stock this clause shall be omitted), and have complied with the provisions of the laws of this State in such case made and provided, as appears from the certificate of th^ president, secretary and a majority of the trustees of said cor- poration, recorded in this office; now, therefore, I (here the name of the secretary shall be inserted) secretary of the State Washington. 523 of Washington, do hereby certify that said (here the names of the subscribers to agreement of association shall be inserted), their associates and successors, are legally organized and estab- lished as and are hereby made an existing corporation, under the name of (here the name of the corporation shall be inserted), with the powers, rights and privileges and subject to the limita- tions, duties and restrictions which by law appertain thereto. "Witness my official signature subscribed and the seal of the State of Washington hereunto affixed, this day of , in the year . (In these blanks the day, month and year of execution of the certificate shall be inserted.)" The secretary shall sign the same and cause the seal of the State to be thereto affixed, and such certificate shall be conclu- sive evidence of the existence of such corporation. He shall also cause a record of such certificate to be made, and such cor- poration shall forthwith cause a certified copy of such record to be filed in the office of the auditor of the county wherein such corporation is located. 21. Powers. — 7. The corporation may prescribe by its laws the manner in which, and the officers and agents by whom the purposes of its incorporation may be carried out. The cor- poration may hold real and personal estate, and may hire, pur- chase or erect suitable buildings for its accommodation, to be devoted to the purposes set forth in its agreement of associa- tion, and may receive and hold in trust, or otherwise, funds received by gift or bequest, to be devoted by it to such pur- poses. And for the purposes of the corporation shall have power to issue its promissory notes, bonds or other obligations, to be secured by mortgages on its real estate and other prop- erty in such manner as may be provided by its by-laws. 22. Prior corporations may accept provisions. — II.* Nothing contained in this act shall affect the existence of any association or corporation heretofore formed under the pro- visions of any law in this State for any of the purposes men- tioned in section twof of this act, (and) any such corporation may, at a meeting called for the purpose, vote to adopt the pro- visions of this act, and upon so voting and complying with the provisions of this section shall have the powers and privileges and be subject to the duties and obligations of corporations formed under this act. After so voting the corporation may * Sections S, 9 and 10 deal with beneficiary associations. fSee No. 16, p. 521. 524 Religious Corporations. file with the secretary of the State a certificate signed and sworn to by its president, secretary, and a majority of its board of trustees, setting forth a copy of its articles of incorporation and of said vote, and the date of the meeting at which the vote was adopted, and the secretary of state, upon payment of a fee of five dollars, shall issue a certificate in the following form : " State of Washington. "Be it known that, whereas (here the names of the original incorporators shall be inserted) have formally associated them- selves with the intention of forming a corporation imder the name of (here the name of the incorporation shall be inserted) for the purpose (here the purpose declared in the original arti- cles of incorporation shall be inserted), under the provisions of (here the designation of the statute under the provisions of which organization was effected, shall be inserted), with a cap- ital of (here the amount of capital stock as it stands fixed at the date of the certificate, shall be inserted; or if there is no capital stock this clause shall be omitted), and the provisions of the laws in this State in such case made and provided have been complied with, as appears from a certificate of the proper officers of said corporation, recorded (in) this office; now, there- fore I (here the name of the secretary is to be inserted), secre- tary of the State of Washington, do hereby certify that said (here the name of the corporation shall be inserted) is legally organized and established as an existing corporation, with the powers, rights and privileges, and subject to the limitations, duties and restrictions which by law appertain thereto. "Witness my official signature hereunto subscribed and the seal of (the) State of Washington hereunto aifixed, this day of in the year . (In these blanks the day, month and year of execution of the certificate shall be inserted.)" This certificate shall be signed, sealed and recorded, and filed in the same manner, and shall have the same effect as the certificate provided in section six. 23. Amendments to articles, how effected. — 12. Whenever it is desired to amend in any particular within the scope of this act, the provisions of the articles of agreement of any corporation organized or qualified under this act, such amendment or amendinents shall be effected by the filing with the secretary of state of a certificate signed and sworn to by Washington. 525 the president, secretary and a majority of the board of trustees, which certificate shall be authorized by a vote of at least two- thirds of the stockholders or members of the corporation at a meeting called and held for that purpose, in tlie manner pre- scribed by the by-laws, and the secretary of state shall, upon payment of a fee of five dollars, cause such certificate to be recorded, and shall issue a certificate in the following form : " State of Washington. *' Be it known that, whereas (here the name of the corpora- tion shall be inserted), a corporation heretofore duly organized, has, in accordance with the provisions of the laws of this State in such case made and provided, amended its articles of agree- ment as follows: (here shall be inserted the nature of the amendment or amendments), as appears from a certificate of the proper officers of said corporation recorded in this office ; now, therefore, I (here the name of the secretary is to be inserted), secretary of the State of Washington, do hereby cer- tify that such amendment (or amendments) ha — been duly adopted as, and now are, a part of the articles of agreement of said corporation. "Witness my official signature hereunto subscribed and the seal of the State of Washington hereunto affixed, this day of in the year . (In these blanks the day, month and year of execution of this certificate shall be inserted.)" This certificate shall be signed, sealed and recorded, and filed in the same manner and shall have the same effect as the certificate provided for in section six. Missionary Stations. 24. Titles confirmed. — Provided, fiirtJicr, "That the title to the land, not exceeding six hundred and forty acres, now occupied as missionary stations among the Indian tribes in said Territory, or that may have been so occupied as missionary stations prior to the passage of fhe act establishing the Territo- rial government of Oregon, together with the improvements thereon, be, and is hereby confirmed and established to the sev- eral religious societies to which said missionary stations respec- tively belong." [U. S. Statutes, Vol. 10, page 173.] WEST VIRGINIA. CONSTITUTION. Article III. [In effect, Aug. 22, 1872.] 1. No compulsory support of religion, religious tests, etc. — 15. No man shall be compelled to frequent or support any religious worship, place or ministry whatsoever; nor shall any man be enforced, restrained, molested or bur- thened, in his body or goods, or otherwise suffer, on account of his religious opinions or belief, but all men shall be free to pro- fess, and by argument, to maintain their opinions in matters of religion; and the same shall, in no wise, affect, diminish or enlarge their civil capacities; and the Legislature shall not pre- scribe any religious test whatever, or confer any peculiar priv- ileges or advantages on any sect or denomination, or pass any law requiring or authorizing any religious society, or the people of any district within this State, to levy on themselves, or others, any tax for the erection or repair of any house for public worship, or for the support of any church or ministry, but it shall be left free for every person to select his religious instructor, and to make for his support, such private contract as he shall please. Article VI. 2. No law for sale of church property to be passed. — 39. The Legislature shall not pass local or special laws in any of the following enumerated cases Providing for the sale of church property, or property held for charitable tises. 3. No charters for churches. General laws to be enacted for church property. — 47- No charter of incorpo- ration shall be granted to any church or religious denomination. Provisions may be made by general laws for securing the title to church property, and for the sale and transfer thereof, so (526) West Virginia. 527 that it shall be held, used, or transferred for the purposes of such church or relisfious denomination. CODE, 1891. [With amendments to 1895.] Chap. LVII. Of Church Property. 4. Grants made after 1777 valid. — i. Every convey- ance, devise or dedication which has been made since the first day of January, one thousand seven hundred and seventy- seven, and every conveyance of land which shall hereafter be made for the use or benefit of any church, religious sect, society, congregation or denomination, as a place of public worship, or as a burial place, or as a residence for a minister, shall be valid, and shall be construed to give the local society or congregation of such church to whom it was so conveyed, devised or dedicated, the control thereof, except as herein pro- vided; and the land shall be held for such purpose and no other. Any conveyance of property for the use of two or more contiguous congregations, shall be construed to give such con- tiguous congregations the equitable title to such property : Pro- vided, hozi'cver, That no lot of ground used for church purposes shall be taken from the members of the church that purchased the same, or for whose use or benefit it was conveyed, devised or dedicated. [As amended by chap. 33, Laws of 1882.] 5. Title to personal property to vest in trustees. — 2. When books, or furniture, or other personal property, shall be acquired for the benefit of such local society to be used on the said land in the ceremonies of public worship, or at the residence of the minister, the title of the same shall be vested in the trustees in whom is vested the legal title of the land, to be held by them in the same way, for the same uses, and under the same control. 6. Circuit court may appoint trustees. — 4* The circuit court of the county, wherein any such lands as are men- tioned in the first section of this chapter, or the greater part thereof, may lie, on the application of the proper authorities of such church, congregation, district, circuit, religious sect, ♦Sections 3 and 5 deal only with educational and benevolent associ;Uioiis which may be incorporated. 528 Religious Corporations. society or denomination, or any secret order, may from time to time appoint trustees, either where there were or are none, or in place of former trustees, and change those so appointed whenever it may appear to the court proper to effect or pro- mote the purpose of the conveyance, devise or dedication and secure the same to the use of those justly entitled thereto; and the legal title to such land shall, for that purpose, be vested in the said trustees for the time being and their successors. [As amended, Feb. 21, 1895.] 7. All titles vested in trustees. — 6 Any con- veyance, devise or dedication heretofore made to the board of trustees of any church, college, academy, high school, or other seminary of learning, or of any of the societies or orders men- tioned in the third section* of this chapter shall vest the title to such property in the said trustees individually and collectively, and shall be as valid and binding in all respects as if such property had been conveyed to them by their proper names. [As amended, chap. :^$, 1S82.] 8. Real estate, limit upon. Power to sue. — 7. Such trustees may take and hold, for the purposes mentioned in the first sectionf of this chapter, not exceeding four acres of land in an incorporated city, town or village, and not exceeding sixty acres out of such city, town or village. For any of the pur- poses mentioned in the third sectionj of this chapter, except for a college, academy, high school, or other seminary of learning, such trustees may take and hold not exceeding two acres of land, and such land shall not be held for any other use than as a place of meeting for such society or association, and for the education and maintenance of children charitably provided for by them. For the use of a college, academy, high school or any other seminary of learning, such trustees may take and hold real estate without limit. The trustees of any church, religious sect, society, congregation or denomination, holding for the use thereof such property as is mentioned in the first and second§ sections of this chapter, may in their own name sue for and recover any land or other property so held by them, as well as for damages done by any person to any such property, and maybe sued in relation thereto; such suit, notwithstanding the death of any of said trustees or the appointment of others, * Applies only to educational and benevolent associations. tSeeNo. 4, p. 527. J See Note to No. 7, p. 52S. g See Nos. 4 and 5, p. 527. West Virginia. 529 shall proceed in the name of the trustee by or against whom it was instituted. [As amended, chap. 32, 1887.] 9. Trustees may mortgage property. — 8. The board of trustees of any church, religi(jus sect, society, congregation, denomination, college, academy, high school, seminary of learn- ing, society of Freemasons, Odd Fellows, Sons of Temperance, Good Templars, orphan asylum, children's home, or other ben- evolent association, or purpose mentioned in this chapter may borrow money if required for building or other legitimate pur- pose in the execution of such trust, and may execute a lien upon any property, real or personal, held by them as such trustees to secure the payment thereof. [As amended, chap. 10, 1885.] 10. Property to be sold only on order of court. — 9. Whenever any such board of trustees shall deem that the interest of those for whose use it holds any such real estate, will be promoted by a sale thereof, it shall be lawful for such board to file a petition in equity in the circuit court of the county in which such lands, or the greater part thereof, may lie therefor, and such proceedings shall thereafter be had upon such petition as in a suit in chancery regularly brought and pro- secuted in said court. An order of publication stating the filing of such petition and the object thereof, shall be posted on the court-house door, and at some conspicuous place on the prem- ises, and published for such time and in such manner as the court may prescribe ; and any person interested may appear and resist such application. Upon the execution of such order, it shall be lawful for such court, if a proper case be made, and the court be of opinion that the rights of others will not be violated thereby, to order a sale of such land and make such disposition of the proceeds thereof as may be right and proper, and not inconsistent with the purposes for which the trust was created: Provided^ That no such sale of land mentioned in the first* section of this chapter shall be made unless it appear to the court that the majority of the members of such church, religious sect, society, congregation or denomination, desires the same ; but in any case where the authority to administer the affairs of such church, religious sect, society, congregation or denomination, is, by its rules and ecclesiastical policy, com- mitted to a delegated or select body, such sale may be when it appears that such delegated or select body desires the same. [As amended, chap. 41, 1883.] ♦See No. 4, p. 527. WISCONSIN. CONSTITUTION. Art. I. Declaration of Rights. [In effect, March 2, 1848. 1. No compulsory or State support of religion. — 18. The right of every man to worship Ahnighty God, accord- ing to the dictates of his own conscience, shall never be infringed ; nor shall any man be compelled to attend, erect, or support any place of worship, or to maintain any ministry against his consent, nor shall any control of, or interference with, the rights of conscience be permitted, or any preference be given by law to any religious establishments, or modes of worship ; nor shall any money be drawn from the treasury for the benefit of religious societies, or religious, or theological seminaries. 2. No religious tests for pviblic trusts. — 19. No religious test shall ever be required as a qualification for any office of public trust under the State, and no person shall be rendered incompetent to give evidence in any court of law, or equity, in consequence of his opinions on the subject of religion. Art. VI. Legislative. 3. No special laws to be passed. — 31. The legislature is prohibited from enacting any special or private laws .... for granting corporate powers or privileges, except to cities. [As amended, Nov. 7, 187 1.] Art. XI. Corporations. 4. General laws to be enacted. — i. Corporations without banking powers or privileges may be formed under general laws, but shall not be created by special act, except for municipal purposes, and in cases where, in the judgment of the Legislature, the objects of the corporation cannot be attained (530) Wisconsin. 53^ under general laws. All general laws or special acts enacted under the provisions of this section maybe altered and repealed by the Legislature at any time after their passage. ANNOTATED STATUTES, 1889. [With amendments to 1895.] Title XIX. Corporations. Chap. LXXXV. Of General Provisions Relating TO Corporations.* 5. Powers. — 1748. Every corporation organized under any general or special law, when no other provision is specially made by law, or by its articles of organization, shall have the following powers : 1. To make all contracts necessary and proper to effect its purposes and conduct its business. 2. To sue and be sued, to appear and defend in all actions and proceedings in its corporate name, to the same extent as a natural person. 3. To have a common seal, and alter the same at pleasure. 4. To elect or appoint in such manner as shall be fixed by its by-laws, all necessary officers, agents, and servants, define their duties and obligations, fix their compensation and fill vacancies therein ; and to establish branch offices or places of business in this State, or elsewhere. 5. To make, amend and repeal by-laws and regulations, not inconsistent with law or its articles of organization for its own government, for the orderly conducting of its affairs, and the management of its property, for determining the manner of calling and conducting its meetings, the manner of appoint- ing and mode of voting by proxy, and the tenure of office of its several officers, and such others as shall be necessary or con- venient for the accomplishment of its purposes, and may pre- scribe suitable penalties for the violation of its by-laws, not exceeding in any one case twenty dollars for any one offense. 6. To take and hold property, both real and personal, to an amount authorized by law, and sell, convey or otherwise dispose of the same. * No. 24, p. 540, Section iggt, makes the provisions of this chapter applicable to relig- ious corporations so far as necessary. 5; Religious Corporations. 7. To mortgage its franchises, tolls, revenues and prop- erty, both real and personal, to secure the payment of its debts, or to borrow money for the purposes of the corporation, and no other, with the consent of a majority of its stockholders, or, if not a stock corporation, of a majority of its members, and to establish, with the like consent, a sinking fund for the pay- ment of its debts. 6. Majorities a quorum of directors and members. — 1749. A majority of the directors or trustees of every cor- poration, convened according to the by-laws thereof, shall con- stitute a c[uoruin for the transaction of business. The mem- bers owning a majority of the stock, in stock corporations, and a majority of the members, of other corporations, shall consti- tute a quorum at any meeting of such stockholders or members, and be capable of transacting any business thereof, except when otherwise specially provided by law or by the articles of organization of the corporation. 7. Records, rules as to. Penalty for omissions. — 1759. Every corporation shall keep a correct and complete record of all its proceedings, including such as relate to the election of its officers; and such record may be kept in any other than the English language, when so provided in its arti- cles of organization. Every corporation shall also keep a book containing the names of all stockholders or members, since its organization, showing the place of residence, amount of stock held, time of acquiring stock or becoming a member, time of transfer of stock or cessation of membership, of each respec- tively. If any officer, agent or servant of any corporation, shall omit to make any entry in the books or records thereof, which it is his duty to make as such officer, agent or servant, he shall forfeit not less than twenty-five, nor more than one thousand dollars, and be liable for all damages thereby sus- tained. 8. All meetings of entire membership legal. — 1761. When all the members of any corporation shall be present at any meeting, however notified, and shall sign a written consent to the holding of such meeting on the records thereof, they may transact any business at such meeting, which could law- fully be transacted at any meeting of the members of such cor- poration, regularly called and notified. Wisconsin. 533 9. Elections of trustees, special provisions for. — 1762. When not otherwise specially provided by law or by the by-laws of any corporation, the directors or trustees thereof shall call and order the elections of the officers of such corpo- ration annually; and if they refuse so to do, or if from any other cause it shall happen that an election of directors or trustees shall not take place at the annual meeting, such corpo- ration shall not be deemed dissolved thereby, but the former officers shall continue to act as such until their successors shall have been elected and qualified, and a special election may be called by the proper officers of such corporation for electing such officers by giving such notice as is required for the annual election ; but if such officers shall refuse or neglect to call such special election, for ten days after the time fixed for the annual election, or if there be no officers authorized to call such special election, then any two or more members of such corporation may call a special meeting for the election of officers in the manner prescribed in section one thousand seven hundred and seven ty- three. * When the day fixed for the annual election of officers or other meeting of a corporation shall fall on Sunday or on a legal holiday, such election or meeting shall be held on the next succeeding secular day. 10. Dissolution, grounds for. — 1763. Whenever any corporation shall have remained insolvent, or shall have neg- lected or refused to pay and discharge its notes or other evi- dences of debt, or shall have suspended its ordinary and lawful business for one whole year, it shall be deemed to have surren- dered the rights, privileges and franchises granted or acquired under any law, and shall be adjudged to be dissolved. 11. Expiring and dissolved corporations continued for three years. Trustees to be administrators. — 1764. All corporations whose term of existence shall expire by their own limitation, or which shall be voluntarily dissolved in the manner provided by law, or by its articles of association, or shall be annulled by forfeiture or otherwise, shall nevertheless continue to be bodies corporate for three years thereafter, for the purpose of prosecuting and defending actions, and of enabling them to settle and close up their business, dispose of and convey their property and divide their capital stock, and for no other purpose; and when any corporation shall become so dissolved, the directors or managers of the affairs of such *See No. 17, p. 536. 534 Religious Corporations. corporation at the time of its dissolution, by whatever name they may be known, shall, subject to the power of any court of competent jurisdiction to make, in any case, a different provi- sion, continue to act as such during said term, and shall be deemed the legal administrators of such corporation, with full power to settle its affairs, sell or dispose of and convey all its property, both real and personal, collect the outstanding debts, and after paying the debts due and owing by such corporation at the time of its dissolution, and the costs of such administra- tion, divide the residue of the money and other property among the stockholders or members thereof. 12. Property to be used only for corporate pur- poses.— 1767. The property of any corporation organized under any special or general law shall be used only for the pur- poses prescribed by such law, or by its articles of organization in pursuance thereof. 13. Powers of the legislature. — 1768. The legislature may at any time limit or restrict the powers of any corporation organized under any law, and, for just cause, annul the same, and prescribe such mode as maybe necessary for the settlement of its affairs. 14. Actions may be maintained by and against members. — 1:770. Every corporation may maintain an action against any of its members or stockholders for any cause rela- ting to the business of the corporation, the same as against any other person ; and like actions may be maintained by any mem- ber or stockholder against such corporation for any cause of action in his favor against the same. Chap. LXXXVI. Of the Organization of Corporations. 15. Purposes. Corporations to carry out wills.— 1 77 1. Three or more adult persons, residents of this vState, may form a corporation in the manner provided in this chapter .... for the establishment and maintenance of any benevo- lent, charitable, or medical institution .... or for any lawful business or purpose whatever, except the business of banking . ... or other cases otherwise specially provided for.* Any such corporation may be formed, to have a capital stock divisi- ble into shares, or without any capital stock upon such plan as *See chap. 91, p. 540, for incorporation of churches. Section 1787, No. 20, p. 538, specifically provides for religious corporations other than churches under chap. 86. Wisconsin. 535 may be agreed upon The executors or trustees under any will, or one or more of such executors or trustees, who are authorized, requested or directed by the provisions of any will to organize a corporation for any of the purposes mentioned in this section, or the general laws of the State, may, individually, or as executors, or together with the legatees mentioned in the will, or one or more of such executors, trustees or legatees, may sign, execute, verify and acknowledge articles of incorpo- ration or association under the provisions of chapter 85,* of the revised statutes, for the purpose of carrying out the intentions of the testator as expressed in his will, and for the purpose of forming and organizing such corporation, and in such case may transfer and convey to such corporation any property of the testator mentioned and referred to in such will and authorized or required to be used for such purpose, and said executors, trustees or legatees, or two or more of them, may subscribe to the capital stock of such corporation to the amount of the value of the property mentioned and referred to in such will, and such executors or trustees may convey the property mentioned or referred to, to such corporation in payment of the stock so issued and subscribed without application to or authority from any court. Mode of Organization. 16. Articles, contents, filing, and fees. — 1772. In order to form such a corporation, the persons desiring so to do shall make, sign and acknowledge written articles containing : 1. A declaration that they associate for the purpose of forming a corporation under these revised statutes, and of the business or purposes thereof. 2. The name and location of such corporation; but such name shall not contain the names of individuals in the manner in which they are ordinarily used in partnership or business names; no corporate name shall be held illegal because of the omission of the word "limited." 3. The capital stock, if any, the number of shares, and the amount of each share. 4. The designation of general officers and of the number of directors, which shall not be less than three ; and the direc- tors may be required to be classified into three classes, so that one-third shall hold their offices for one year, one-third for two years, and one-third for three years; in which case, all direc- * See No. 5, p. 531- 536 Religious Corporations. tors elected subsequent to the first shall hold their offices for three years, except when elected or appointed to fill vacancies. 5. The principal duties of the several general officers respectively. 6. The methods and conditions upon which members shall be accepted, discharged or expelled 7. Such other provisions or articles, if any, not inconsistent vv^ith law, as they may deem proper to be therein inserted for the interests of such corporation, or the accomplishment of the purposes thereof, including, if desired, the duration of its exist- ence. In case the corporation is formed without capital stock, the articles shall fix the time and place for the first meeting for the election of officers, and the signers of such articles shall give notice thereof to the members in the manner provided in the next section. Such original articles, or a true copy thereof, verified as such by the affidavits of two of the signers thereof, shall be recorded by the register of deeds of the county in which such corporation is located; and no corporation shall, until such articles be so left for record, have legal existence. A like veri- fied copy shall, within thirty days, be filed with the secretary of State and for a failure so to do, each signer of any such arti- cles shall forfeit twenty-five dollars. For filing every such articles of incorporation with the secretary of State and issuing a certificate of corporation, the incorporators shall pay the sum of twenty-five dollars, and for filing with the secretary of State an amendment to articles already filed, they shall pay the sum of five dollars, and no articles, or any such amendments shall be filed unless such fees be first paid, and such sums shall be paid into the State treasury by the secretary of State, provided, no fee or pa^^ment of any sum for filing articles of association, or of any amendments thereto, shall be required from any cor- poration organized exclusively for benevolent, charitable or reformatory purposes, whose articles of incorporation shall pro- vide that no dividends or pecuniary profits shall ever be made or declared by such corporation to its members. [As amended, April 20, 1895.] 17. Signers of articles to act until trustees are elected. — 1773. Until the directors or trustees shall be elected, the signers of the articles of organization shall have direction of the affairs of the corporation, and make such rules as may be necessary for perfecting its organization, accepting members WiscoNsiK. 537 or regulating subscription to the capital stock 1773. .... In stock corporations the first meeting* may be held at any time after one-half of the capital stock shall have been subscribed ; and may be called by any two signers of the arti- cles, at such time and place as they shall appoint, by giving ten days' personal notice thereof, in writing, to each subscriber of stock, or by publishing notice thereof for at least two weeks before such meeting, in some newspaper published at or nearest to the designated place of location of the corporation; or such meeting may be held without previous notice, if all the subscribers for stock be present in person or by duly authorized .... attorney .... 18. Amendments to articles, how effected, must be recorded. — 1774. Any corporation organized under this chapter may, at any meeting of its members, by a vote of ... . at least one-half of the members of corporations without stock, unless a greater vote shall be required in its articles, amend its articles of organization so as to modify or enlarge its business or purposes, change its name or location, .... change its officers or the number of directors, or provide anything which might have been originally provided in such articles ; but no corporation without stock shall change substantially the original purposes of its organization. Such amendment shall be adopted only in accordance with the articles of organization, if a mode of amending the same shall have been therein prescribed. When adopted, a copy of such amendment, with a certificate thereto affixed, signed by the president and secretary, or if none, the correspondent officers, and sealed with the corporate seal, if there be any, stating the fact and date of the adoption of such amendment, and that such copy is a true copy of the original, shall be recorded in the office where the original arti- cles are recorded ; and the register shall note on the margin of the record of such original, the volume and page where every such amendment is recorded; and no amendment shall be of effect until so recorded. Within thirty days such officers shall file a like certified copy with the secretary of State, and in case of failure so to do, shall each forfeit twenty-five dollars. Whenever the corporate name shall be changed, the secretary shall publish a notice thereof in a newspaper published at or nearest to the place of location of such corporation, for three weeks, and if he shall fail for two months so to do, shall forfeit * See No. 17, p. 536. 3« 538 Religious Corporations. twenty-five dollars. No change of location of any such corpo- ration, if beyond the limits of the county, shall be valid until the articles of organization and all amendments shall have been recorded in the office of the register of deeds of the county to which the same shall be changed. 19. Organization secures incorporation. Powers over property. — 1775. Every such corporation, when so organized, shall be a body corporate by the name designated in its articles, and shall have the powers of a corporation con- ferred by these statutes,* necessary or proper to conduct the business or accomplish the purposes prescribed by its articles, but no other or greater; and may take by gift, devise, purchase or otherwise, and manage and hold, convey, mortgage, lease or otherwise dispose of at pleasure, such real and personal prop- erty of whatever kind as shall be necessary to its business or purposes, or the protection or benefit of its property, held or used for the corporate business or purposes, and such as shall be taken in payment or security for debts due to such co.rpoia- tion. But no such corporation shall take or hold stock in any other corporation. Additional Powers of Peculiar Corporations. 20. Religious corporations may be controlled by denomination. — 1787. Whenever any corporation shall be formed under this chapter, for the benefit of, or be in any manner connected with, any church or religious denomina- tion or society, it shall, if it be so provided in its articles of organization, be under the supervision and control of such church, denomination or society; and the officers or trustees be communicants thereof, accordingly. 21. Dissolution, provisions for. — 1789. Any corpora- tion organized under any law, may, when no other mode is specially provided, dissolve, by the adoption of a written reso- lution to that effect at a meeting of its members specially called for that purpose, by a vote of the owners of at least two-thirds of the stock, in the case of stock corporations, and of one-half the members in other corporations; but when a mode or pro- cess of dissolution shall have been provided in the articles of organization, it shall be conducted accordingly. One copy of such resolution, with a certificate thereto affixed, signed by the *See No. 5, p. 531 Wisconsin. 539 president and secretary, or, if none, the correspondent officers, and sealed with the corporate seal, if there be any, stating the fact and date of the adoption of such resolution, that such is a true copy of the original, the whole number of . . . . mem- bers of such -corporation, and the number of members who .... voted for its adoption, shall be recorded, as an amend- ment to its articles is required to be recorded by section seven- teen hundred and seventy-four,* and a like copy filed with the secretary of State. Thereupon such corporation shall cease to exist, except for winding up its affairs. Whenever the articles of organization shall provide a term to the duration of a corpo- ration, it shall cease to exist at the time so fixed, except as aforesaid. Miscellaneous. 22. Amendments of articles.* Existing corpora- tions may organize under this chapter. — 1790. Any corporation organized under any special charter or general law, for any of the purposes for which corporations may be formed under this chapter, may amend its charter or articles of organ- ization, according to the provisions of section seventeen hun- dred and seventy-four;* and may at a meeting of the members, by a vote of the owners of at least two-thirds of the stock, in the case of stock corporations, and of a majority of the mem- bers in other corporations, abandon its organization, and organ- ize under this chapter, by the adoption of articles of organiza- tion according to section seventeen hundred and seventy-two. A true copy of such articles, together with a certificate of the president and secretary, sealed with the corporate seal, stating the fact and date of adoption of such articles, that such copy is a true copy of the original, the whole number of the .... members of such corporation, and the number of members who voted .... for its adoption, shall be recorded and filed by the president or secretary, in like manner, with like effect, and subject to the like penalties prescribed in section seventeen hundred and seventy-two. f Provided^ That in amending the charter of any corporation organized under any special charter, or any general, or private and local law, by virtue of which its charter or articles of organization were not required to be recorded in the office of the register of deeds of the county in which such corporation was located, it shall be sufficient to * See No. iS, p. 537. t See No. 16, p. 535. 54° Religious Corporations. record the certified copy of such amendment in the office of the register of deeds of the county in which such corporation is located, and to file a like certified copy with the secretary of State. (As amended, March 25, 1895.) Chap. XCI. Of Religious Societies. 23. Who may incorporate. — 1990. The male mem- bers over twenty-one years of age, not less than three in num- ber, of any church or society of any religious sect or denomina- tion which shall have been organized in this State, and which at the time maintains regular public worship, may, after due public notice, given at some stated meeting of such church, sect, or denomination, and any five or more male persons of like age not members of any religious congregation, desiring to organize a corporation in connection with a church of their own peculiar tenets to be associated therewith, may organize a cor- poration for religioi^s, charitable or educational purposes in the manner hereinafter provided. 24. Articles of association, form and record. — 1991. Such members or persons shall sign and acknowledge a certifi- cate substantially in the following form : "Know all men by these presents: that the undersigned {insert the names of the signers), and those who are or who may become associated with them for the purposes herein spe- cified, have organized themselves into a religious society of the Church {sect or denomination or other description) located in {name of toivn, village or city) in the county of , State of Wisconsin, for religious, charitable and educa- tional purposes, which society shall be known and incorporated by the name of {here insert the name^ ; and shall record the same in the office of the register of deeds; and when such cer- tificate shall have been so recorded, the society therein named shall be a corporation, and shall possess the powers and privi- leges granted to corporations by chapter eighty-five,* so far as the same are applicable or necessary to accomplish its pur- poses, and conferred by this chapter." 25. By-laws. Number of trustees. Membership. — 1992. Such corporation may, by its by-laws, fix the number of its trustees not less than three, nor more than nine, and *See No. 5, p. 531- Wisconsin. 541 their term of office, the manner of appointing or electing the same, and the qualifications for membership therein. 26. Powers.* — 1992 (continued). It may take, receive, purchase, hold and use both real and personal estate for the purposes of its incorporation, and no other; and lease, mort- gage, sell or otherwise dispose of the same or any portion thereof, in the manner provided by its by-laws; and may also take by purchase, gift or otherwise, and forever hold and im- prove any lands intended to be used for cemetery grounds or burial-places, subject to the provisions and restrictions, so far as applicable, in chapter fifty-nine, f It shall be lawful for such corporation to hold all lands then owned by it, other than and in addition to the grounds so purchased, and to improve the same by the erection of new buildings thereon, or otherwise, for the purposes of revenue to be devoted to the uses of the corporation, and in promoting religious and charitable works, and at pleasure to lease, mortgage and sell the same. 27. Trustees may be classified. — 1992 (continued). And it shall be lawful for any such corporation at any meeting, which it may hereafter hold for the election of its trustees, whether designated by such corporation as trustees, wardens, vestrymen or otherwise, to make provision by resolution to be entered upon the record of such meeting for the election of its said trustees in classes, and to determine by such resolution what number or proportion of its said trustees shall be com- prised in each class, and also the term for which each class shall hold their office; and thereafter, as the terra of each class shall expire, their successors shall be elected in accordance with the provisions of said resolution; Provided^ hoivevcr, that such property shall not be exempt from taxation. 28. Meetings. By-laws. — 1992 (continued). It shall be lawful for such corporation by its by-laws to provide for the time and manner of holding regular and special meetings for the holding of elections or for the transaction of all business authorized by law, and such by-laws shall have the force of law and all business transacted thereunder shall be valid. 29. Notice of first meeting. Qualifications of voters. — 1993. Public notice of the time and place of holding the first meeting of such corporation shall be given to the members of the church, sect, or denomination, for two successive Sab- * See Xo. 5, p. 531. t Not printed in this volume. 542 Religious Corporations. baths, on which such church, sect, or denomination shall statedly meet for public worship, previous to such meeting such notice may be given by the minister, or by one of the elders, deacons, church wardens or vestrymen thereof, or if there be no such officers, then by any male member; and at such first meeting, all the male members of such church, sect, or denomination, over twenty-one years of age, shall be entitled to vote at such meeting as members; but if such corporation be organized by persons not belonging to any religious congre- gation, the majority of the corporators named in the certificate, all having notice thereof, may meet at such time and place as they shall deem proper, for the purpose of perfecting their organization; and the corporators named in such certificate shall constitute the first board of trustees, and hold their offices until others are chosen. 30. Trustees, powers, officers, records.* To be governed by denorainational rules. — 1994- The secular, business and temporal affairs of every .such corporation shall be managed and administered by the board of trustees, and they shall have the custody and control of the corporate property, and make rules and regulations for the use of the same, and for the renting of pews or slips ;f and the care, improvement and management of the cemetery grounds, subject, however, to the corporate by-laws. They shall appoint a clerk or secre- tary, and a treasurer, with power to remove the same, shall cause accurate records of all their proceedings and of all business meetings of such society to be kept, and they shall be governed in their official acts by the rules of their church, sect or denom- ination applicable thereto and not inconsistent with the laws of this State, or the constitution and by-laws of the society. 31. Existing religious corporations confirmed. May organize under this chapter, but cannot change denom- inational connection.— 1995. Every existing church, con gregation, or religious society heretofore incorporated is hereby established and confirmed, and shall continue to be governed by the statutes now applicable thereto, notwithstanding the same are repealed by the statute, in the same manner as if not so repealed, until organized under this chapter, and every such church, congregation and society, may by five or more of its male members thereunto duly authorized by and acting for all its members at the time, become a corporation under this * See No. 7, p. 532. t See No. 37, p. 544. Wisconsin. 543 chapter, by making and recording the certificate provided therein, with the additional statement therein of the name by which such society and the corporation connected with it has before that time been known and called, and that such society and corporation are reorganized under this chapter; but such reorganization shall not work a change of the ecclesiastical con- nection of any such society. 32. Failure to elect trustees not to dissolve. Dis- solved corporations may reincorporate. — 1996. No fail- ure to elect trustees at the proper time shall work a dissolution of any corporation formed under this chapter, and those once elected shall hold their offices until their successors are elected. In case of the dissolution of any such corporation, the same may be reincorporated under the provisions of this chapter, at any time within six years after such dissolution ; and thereupon all the estate, real and personal, formerly belonging to the same and not lawfully disposed of, shall vest in such corpora- tion as if there had been no such dissolution. 33. Incorporation of synods and presbyteries, etc. — 1998. Any diocesan council or convention, conference, synod or other body of authorized representatives of any church or religious denomination, may elect any number of trustees, not less than three, to be incorporated ; and when a certificate shall have been made and signed by the presiding officer, and counter- signed by the secretary of the body by which they were elected, stating that such persons, naming them, were elected trustees, the name of the body by whom elected, the corporate name by which such trustees are to be known, the term for which they are to hold their offices, and the purposes for which it is desired to incorporate them, and filed in the office of the secre- tary of State, the persons named in such certificate as trustees, and their successors in office, shall be a body corporate for the purposes mentioned in such certificate, and for such purposes, and no other, shall have the usual powers of a corporation ; and the members of such corporation shall hold their positions for such term as the body electing them shall determine, and until their successors are duly elected. 34. Trustees of synods and presbyteries may take title. — 1999. Every such corporation may be empowered by the body electing them to take and hold the title to church property, both real and personal, of the church and religious 544 Religious Corporations. denomination for which it is created, which is used or desig- nated to be used for missionary or other proper purposes of such church or rehgious denomination, and not specially used for the purposes of any local religious society incorporated under the laws of this State ; and to use, manage and convey the same to the same extent, and under such restrictions as may be prescribed by the proper ecclesiastical authority of their church or religious denomination. 35. Real estate to vest in trustees. — 2000. All lands, tenements, and hereditaments that have been or may hereafter be lawfully conveyed by demise, gift, grant, purchase, or other- wise to any persons as trustees, in trust, for the use of any religious society organized, or which may hereafter be organ- ized, within this State, either for a meeting-house, burying- ground, or for the residence of a preacher, shall, with the improvements, vest in the trustees of such religious society, as fully as if originally conveyed to them, and shall be held by them and their successors, in trust for such society. 36. Prior incorporations confirmed. Provisions of this chapter apphcable. — 2001. Every religious or religious educational and charitable society organized or attempted to be organized under chapter 47, of the revised statutes of 1849, or chapter 66, of the revised statutes of 1858, or chapter 91, of the revised statutes of 1S78, and the acts amendatory thereof, by filing, or filing and having recorded a certificate of the election of trustees or a certificate of organi- zation designating the name of the church or' society with the register of deeds of the proper county, and which, since such filing or recording has acted as a religious, or a relig- ious educational and charitable corporation in pursuance thereof, shall be deemed to be legally incorporated and shall have all the powers and be subject to all the liabilities of relig- ious corporations under the provisions of this chapter. Nothing herein contained shall be construed to affect any action or proceeding now pending for or against any such cor- poration. [As amended, May 2, 1895.] Title XXI. Chap. C. Recording of Instruments, etc. 37. Deeds of church pews recordable.— 2259. Deeds of pews or slips in any church may be recorded by the clerk of the town in which such church is situated, or by the clerk of Wisconsin. 545 the society or proprietors if incorporated or legally organized ; and such clerk shall receive the same fees as the register of deeds is entitled to for similar purposes. Mortmain Restrictions. 38. The provisions restricting the alienation of estates contained in section 2039, of the statutes of 1889, were repealed April 5, 1893. Particular Denominations. 39. Provisions are made for special incorporations as follows : Church Fire Insurance Companies, § 1941 s. Congregationalists, § 2001 a. Methodist Episcopal Church, § 1997. Missionary corporations, § 2001 c. Protestant Episcopal Church, § 1997. Roman Catholic Church, § 2001 b. WYOMING. CONSTITUTION. Article X. [In effect, July lo, 1890.] Art. I. Declaration of Rights. 1. No appropriations for religious purposes. — 19. No money of the State shall ever be given or appropriated to any sectarian or religious society or institution. Art. III. Legislative Department. 2. No special laws to be passed. — 27. The legisla- ture shall not pass local or special laws .... granting to any corporation, association or individual .... any exclusive or special privileges, immunity or franchise whatever, or amend- ing existing charter for such purpose. Art. X. Corporations. 3. General laws to be enacted. Powers of the legis- lature.— I. The legislature shall provide for the organization of corporations by general law. All laws relating to corpora- tions may be altered, amended or repealed by the legislature at any time when necessary for the public good and general wel- fare, and all corporations doing business in this State may as to such business be regulated, limited or restrained by law not in conflict with the constitution of the United States. Art. XXI. Schedule. 4. Territorial laws in force. — 3. All laws now in force in the Territory of Wyoming, which are not repugnant to this constitution, shall remain in force until they expire by their ov/n limitation or be altered or repealed by the legislature. (546) Wyoming. 547 REVISED STATUTES, 1887. [With amendments to 1891.] Title I. Chap. I. Of Conveyances. 5. Conveyances of church pews may be recorded. — 19. Deeds or mortgages of pews or slips in any church, may be recorded by the register of deeds of the county in which such church is situated, or by the clerk of the society, or pro- prietors, if incorporated or legally organized, and such clerk shall receive the same fees as the register of deeds is entitled to for similar services. Title VII. Corporations. Chap. IV. Religious .... and Other Associations. 6. Purposes. — 566. Any number of persons, not less than three, may associate themselves together in the manner hereinafter mentioned, for any of the following purposes : 1. For the support of the gospel, or the maintenance of religious worship; 2. To maintain, hold, and keep in repair a house of public worship, with or without a parsonage house appurtenant thereto ; 3. To provide, hold, maintain and keep in repair, a place or places for the burial of the dead. The same persons may unite in one association for one or more or for all the purposes above mentioned 16. All such persons so desiring to associate themselves for any of the foregoing purposes, shall make, sign, acknowledge, and cause to be filed and recorded in the same manner as pro- vided in section five hundred and one,* duplicate certificates setting forth the name by which they have associated them- selves, the purpose for which the association is formed, the number of the trustees, and the names of the trustees who shall manage the affairs of the association during the first year, or until the next annual election, the place at which the corpo- ration will carry on its business, or pursue the purpose for *50i. Any three or more )ersons who may desire to form a company .... may make, sign and acknowledge before some oflScer competent to take the acknowledgment of deeds, duplicate certificates in writing .... and shall file one of the said certificates in the office of the county clerk of each county wherein the business of the company is to be carried on, and one thereof in the ofl^iee of the secretary of the Territory. 548 Religious Corporations. which it is formed, and the duration of such corporation, which may be perpetual. 7. Record secures incorporation. Evidence of in- corporation.— 567. Upon filing such certificate, the persons therein named, their associates, successors and assigns, shall be and become a body corporate and politic by the name in such certificates mentioned, and its existence, powers and purposes may be proven in like manner as in the case of other corpora- tions as provided in chapter one of this title.* 8. Powers. Limitations upon property. — 568. Every such corporation shall have power to sue and be sued, plead and be impleaded, in all courts of law and equity whatsoever: to have and use a common seal, and alter the same at pleasure ; to contract and be contracted with in pursuance of the powers of such corporation ; to purchase or receive by gift, or other- wise, personal estate, such as may be necessary or proper for the purposes of such corporation, and to dispose of the same; to purchase or receive by gift, grant, devise or otherwise, real estate, such as may be necessary or proper for the purposes of the corporation, but not exceeding as follows: Corporations formed for any of the purposes specified in the first, second, third, .... subdivisions of section five hundred and sixty- six,! not exceeding fifty thousand dollars in value 9. By-laws, purposes.— 569. The members of every such corporation shall have power, when organized, to adopt by-laws for the following purposes : To regulate the time and places of holding their meetings, and the manner of calling special meetings; to regulate the management of the affairs and property of such corporation ; to regulate the number of trustees J and other officers of the corporation, and their powers and duties; to regulate the qualifications, choice, powers and duties of the servants, teachers, and employes of such corpora- tions, to prescribe the qualifications of persons desiring admis- sion to such corporation, the manner of admission of new members, and the discharge or expulsion of members, to pro- vide for the manner of forfeiting or selling of the shares in such corporation of any member failing to pay any assessment * 502. A copy of the certificate duly certified by the secretary of the Territory, itnder the great seal of the Territory of Wyoming, shall be evidence of the existence of such ■ company tSee No. 6, p. 547. X In business corporations the trustees cannot be less than three nor more than nine in number. Wyoming. 549 thereon, and all other by-laws and regulations necessary in pro- moting the objects and purposes of such corporation, so that the same be not inconsistent with the organic act and laws of this Territory, or the articles of association of such corporation. 10. Power to raise money. — 570.* Any such corpora- tion shall have power to raise money for the purposes of the corporation, in such manner as may be agreed upon by the aiticles of association or their by-laws. 11. OflRcers to receive no salary. — 574. No officer of any corporation formed under the provisions of the first, second, or third subdivisions of section one f of this article, shall receive any salary or remuneration from any such corporation for services as such officer, nor shall any such officer enter into any contract with the corporation during the time of his remain- ing in office. 12. Powers of trustees conferred in by-laws.— 575. The board of trustees of any religious society formed under the provisions of the first subdivision of section one f of this article, shall have and exercise such powers as are or may be conferred upon them by the by-laws of such corporation accord- ing to the usage and discipline of such society in their temporal affairs. 13. Power of legislature. — 580. This chapter may, at any time, be repealed, altered or amended by the legislature, and corporations formed under the provisions hereof shall be subject to such regulations and alterations as the legislature may hereafter make. Chap. V. Certain Church and Eleemosynary Associations. 14. Churches may incorporate under denomina- tional authority. — 581. Churches, parishes and societies of all religious bodies, sects or denominations in this Territor)^ having an Episcopate, Presbytery, Synod, Conference or other governing body with spiritual jurisdiction extending over the whole Territory or part thereof, being at least six counties, may become incorporated for religious, missionary, educational or charitable purposes in the manner hereinafter provided. 15. First meeting for such organization. — 582. The ♦Sections 571 to 573 do not apply to religious societies, t See No. 6, p. 547. 55° Religious Corporations. chief or presiding or executive officer of the religious bodies, sects or denominations mentioned in the preceding section may, at such place in this Territory as he may appoint for the pur- pose, convene a meeting of himself and so:ne other officer or officers, subordinate to himself, but having general jurisdiction throughout the Territory, or part of the Territory aforesaid, and one or more priests, ministers or clergymen of the proposed church, parish or society, and at least two laymen resident within the limits thereof, of which meeting the said chief or presiding or executive officer shall be president and one of the other persons present shall be secretary. 16. Articles, contents and filing. — 583. The said five or more persons being so convened and organized as a meeting, shall adopt articles of incorporation which shall fix : 1. The name of the church, parish or society and the place of its location; 2. The object and purpose of said church, parish or society; 3. The amount of debts which it shall be competent to contract, beyond which amount the corporation have no power to contract debts binding at law or in equity upon it, its mem- bers or its property ; 4. The manner in which it may contract and become bound for the debts and may convey, encumber or change its prop- erty; 5. The manner in which the succession of the members of said corporation shall be regulated and vacancies in their num- ber filled ; 6. The time of the commencement and termination of the corporation; 7. By what officers its affairs shall be conducted; Which articles, being subscribed and acknowledged by the persons present at said meeting and filed in the office of the secretary of the Territory, and recorded in the office of the county clerk of the county where such church, parish or society shall be located, whereupon such corporation shall be compe- tent to transact all business in and by its corporate name. 17. Persons organizing to be first corporators. — 584. The persons attending said meeting shall be the corpora- tors and members of the corporation until their places may be supplied by and under the provisions of the articles of incorpo- ration. 18. Denominational corporations for education, Wyoming. 551 charity, etc., how formed. — 585. If any body of Christians has or shall have, according to its order or mode of govern- ment, an organization, whether known as synod, presbytery, conference, episcopate, or other name, with ecclesiastical or spiritual jurisdiction over its members throughout this Terri- tory, and its authorities shall desire to engage in works of edu- cation, benevolence, charity, and missions, which works shall be of like extensive operation and benefit, and not of limited or local service, and they shall deem an incorporation conve- nient for the more successful operation of said works, all, or any of them, its said authorities, with such persons as they may associate with them, may cause such incorporation to be formed in the manners and with the powers hereinbefore provided for the incorporation of a church, congregation or society.* 19. Churches may reincorporate under this chapter. — 586. Any incorporation of a church, parish or religious society now existing in this Territory, under or by virtue of any law thereof now in force, may be reincorporated under and by virtue of the provisions of this chapter; Provided^ That such church, parish or religious society shall [act?] by a majority vote of all the members thereof, who shall attend at a meeting called for the purpose of taking action upon the subject of reincorpo- ration ; such meeting shall be called by notice given by the pastor, minister or clergyman of said church, parish or religious society, at some regular public service thereof, at least one week previous to such meeting. When any such incorporation shall have been reincorporated as herein provided for, then in that case, the new corporation so formed, shall be held to be the legal successor of the incorporation so reincorporating, and as such shall be held and construed in law and equity, to be the owner and holder of all the property, rights and franchises of the corporation of which it is the successor. 20. General laws to apply to corporations under this chapter.f — 587. Corporations organized under the pro- visions of this chapter shall be subject to the laws of this Ter- ritory in respect of corporations which are applicable to them, save as herein expressly provided. 21. By-laws. — 588. Every incorporation under this chapter shall be authorized to make such by-laws as may be * See No. 6, p. 547. \ See notes to Nos. 6 and 7, pp. 547, 548. 552 Religious Corporations. necessary to carry into effect fully all the ptirposes of such incorporation; Provided^ The same be not in conflict with the constitution of the United States, the laws of congress or of this Territory. Title XXXVIII. Procedure-Civil. Division VII. Chap. III. Partition. 22. Partition of property of religious denomina- tions.— 2981. When two or more religious denominations, or other societies or associations, have united in a corporation, and as such corporation acquire title to real estate in this Terri- tory, and subsequently agree to separate and form two or more separate corporations under the laws of the Territory, either corporation, after such separate organization, may file its peti- tion, under this chapter, for partition of such property so required and held. 23. Partition of property of religious congregations. — 2982. When two or more religious societies or congregations have, by gift or purchase, acquired land upon which to erect a house of public worship, and other buildings for church and school purposes, and for a cemetery, in common, and either of such societies or congregations desires to abandon the joint use of such house of public worship, or other erections, it may commence an action for the partition of the use of such com- mon property, except the cemetery, which may continue to be used in common. 24. Restrictions upon partitions above authorized. — 2983. If the court find that partition, in cases mentioned in the last section, can be made in such manner as to occasion no confusion or inconvenience to either party in the separate use of the common property, it may order partition thereof to be made; it shall specify in the judgment for what purpose parti- tion of the use is made and how and for what purpose the use of the premises allotted to each party shall be occupied ; and in no case shall the same or any part thereof be occupied for any other purpose than the erection of a house of worship and other erections connected therewith. 25. Costs and expenses to be equitably taxed. — 2984. The court, having regard to the interest of the parties, and the benefit each may derive from a partition, and according Wyoming. 553 to equity, shall tax the costs and expenses which accrue in the action, including reasonable counsel fees, which shall be paid to plaintiff's counsel, unless the court award some part thereof to other counsel for service in the case for the common benefit of all the parties ; and execution may issue therefor as in other cases. Chap. IV. Real Actions. Subdivision IV. To Sell Entailed and Other Estates. 26. Sale of property held for religious use, how effected. — 30 iS. When any real estate, except burial grounds or a cemetery, has been donated, bequeathed or otherwise entrusted to or purchased by any person or trustee, for any public religious use, but not to or for the use of any specific or particular religious society, or denomination, or when the same has been donated, bequeathed, or entrusted to, or purchased by a particular religious society or denomination, and has been abandoned for such use, the district court of the county in which the same is located, may, upon good cause shown, upon the petition of any citizen of the vicinity, make an order for the sale of such property, whether the same has been built upon or otherwise improved or not, and may make such order as to costs, and such disposition of the proceeds of the sale of such religious or other public use, as shall be just, proper and equitable; and the purchaser thereof shall be invested with as full and complete a title thereto as the character of the original grant for such religious use will allow. 27. Who are parties to proceedings. — 3019. All persons who have a vested, contingent or reversionary interest in such real estate, and the trustees or other temporal officers of any religious society then using the same, shall be made parties to the petition and be notified of the filing and pendency thereof, as in a civil action. Acceptance of Constitution. [Act of Jan. 9, 1891.] 28. Acceptance necessary. — i. No corporation organ- ized under the laws of Wyoming Territory or any other juris- diction than the State of Wyoming, shall be permitted to transact business in this State until it shall have accepted the constitution of this State. 39 554 Religious Corporations. 29. How effected. — 2. Such acceptance shall be exe- cuted and acknowledged in all respects m the manner provided by the laws of Wyoming and the by-laws of the corporation so accepting the constitution, for the execution of deeds. 30. Record. — 3. When duly executed, every acceptance of the constitution, hereby required, shall be filed and recorded in the office of the secretary of state, of the State of Wyoming. 31. Duty of secretary of state. — 4- It shall be the duty of the secretary of state upon the filing of any acceptance of the constitution, to note on the margin of the record, of the certificate of incorporation of the corporation filing such accep- tance, the fact that the same is filed ; which notation shall also refer to the page and book wherein appears the record of such acceptance. 32. Imperfect acceptances legalized. — 5. Every acceptance of the constitution of this state by any corporation, railroad or other company, heretofore executed and filed in the office of the secretary of state, which is signed by one or more of the principal officers of such corporation and has the corpo- rate seal of such corporation affixed thereto, is hereby legalized, and shall have the same force and effect in all respects, as if the same had been executed and filed in conformity to the requirements of this act. Unincorporated Societies. 33. Sections 595 and 596, Title vii. Chap, vi, " Secret Societies," were amended Jan. 10, 1891, so as to cover "Any unincorporated body, society, or organization within this State," so as to allow them to hold property to the extent of $10,000, and to protect their rights therein. TAXATION. The following provisions contained in the Constitutions and Statutes of the several States relating to the taxation or exemption from taxation of church property, are printed sepa- rately for convenience. ALABAMA. The general assembly shall not tax the property, real or personal, of the State, counties, or other municipal corpora- tions, or cemeteries; nor lots in incorporated cities or towns, or within one mile or more distant from such cities or towns, to the extent of five acres, with the buildings thereon, when the same are used exclusively for religious worship, for schools, or for purposes purely charitable [Const., Art. IV.] The following property .... shall be exempt from taxation : All lots in incorporated cities or towns, or within one mile of any city or town, to the extent of one acre, and all lots one mile or more distant from such cities or towns, to the extent of five acres, with the buildings thereon, when the same are used exclusively for religious worship, for schools, or for purposes purely charitable. [Code of 1887, par. 451, § 2.] The libraries of ministers of the gospel, and all libraries other than those of a professional character, and all religious books kept for sale by ministers of the gospel and colporteurs. [/^'^■^^.,§4.] ARIZONA. All property of every kind and nature whatsoever, within this Territory, shall be subject to taxation, except: Fourth. Churches, chapels, and other buildings for relig- ious worship, with their furniture and equipments, and the lots of ground and improvements appurtenant thereto and iised therewith; provided, rent is not paid for such grounds and so long as the said ground and improvements shall be used for such purposes only without yielding rent. [Rev. Stats., § 2630.] • (555) 55^ Religious Corporations. ARKANSAS. .... The following property shall be exempt from tax- ation: .... churches used as such ; .... [Const. 1874, Art. XVI, §5.] All property described in this section, to the extent herein limited, shall be exempt from taxation: First. All .... houses used exclusively for public wor- ship, and the grounds attached to such buildings necessary for the proper occupancy, use and enjoyment of the same, and not leased or otherwise used with a view to profit. [Digest, 1894, §6414.] CALIFORNIA. All property in the State, not exempt under the laws of the United States, shall be taxed in proportion to its value, to be ascertained as provided by law. [Const., Art. XIII, § i; Codes and Stats., §.3607.] COLORADO. Lots with the buildings thereon, if said buildings are used solely and exclusively for religious worship, for schools, or for strictly charitable purposes, also cemeteries not used or held for private or corporate profit, shall be exempt from taxation, unless otherwise provided by general law. [Const., Art. X, § 5.] The following classes of property shall be exempt from taxation, to wit : Fourth. Lots, with the buildings thereon, if said buildings are used solely and exclusively for religious worship. [Ann. Stats., §3766.] All real and personal property held by any religious society, exclusively for its purpose, which has complied with the provi- sions of this chapter,* shall be exempt from ordinary taxation to an amount not over ten thousand dollars. [Ann. Stats. , § 3767.] CONNECTICUT. The following property shall be exempt from taxation: .... Buildings or portions of buildings exclusively occupied as colleges, academies, churches, or public school houses, or infirmaries, parsonages of any ecclesiastical society, to the value of five thousand dollars, while used solely as such ; build- *The provision contained in Rev. Stat. 1868, chap. 15, Churches, has never been repealed. Taxation. 557 ings belonging to, and used exclusively for, scientific, literary, benevolent, or ecclesiastical societies, not including any real estate, conveyed by any ecclesiastical society, or public or char- itable institution, without reserving an annual income or rent, or by a conveyance intended to be a perpetual alienation ; and not including any real estate of any educational, benevolent, or ecclesiastical corporation or association, whether held in the name of such corporation or association, or by any person or persons in trust for such corporation or association, and which is leased or used for other purposes than the specific purposes of such corporation or association ; nor including lands granted and given for the maintenance of the ministry of the gospel, while leased ; all lands used exclusively for cemetery purposes ; .... private libraries and books, not exceeding two hundred dollars in value ; . . . . and all musical instruments used exclu- sively by churches .... the stock or securities issued by any ecclesiastical society to raise funds for the erection, alterations, or repairs of any church edifice, only to the amount of the actual cost of such erection, alterations, and repairs. [Gen. Stats., § 3 42 Delaware 52 District of Columbia . . 59 Florida 64 Georgia 68 Idaho 86 Illinois (note) 87 Indiana 92, 103 Iowa 107 Kansas 118 Kentucky 122 Louisiana 127 Maine 142 Maryland , . . . 151, 155 Massachusetts 170 Michigan 200 Minnesota 232 Mississippi 238 Missouri 244, 249 Montana. .... 252,262 Nebraska .... 272, 274 Nevada (note) 279 New Hampshire . . 284, 287- New Jersey 298 New Mexico 327 New York 367 North Carolina .... 380 North Dakota 392 Oklahoma 425 Pennsylvania 451 Rhode Island 469 South Dakota . . . 475, 392 Tennessee 483 Texas 492 Utah 499 Vermont 509 Washington 519 Wisconsin . . 533, 538, 543 District of Columbia, syllabus of laws xxvii Text of revised statutes . 56 Taxation 557 Ecclesiastical courts, decisions final in ecclesiastical matters xvi Elders, may be trustees, Michi- gan 195 Minnesota 217 New York .... 576, 577 Episcopal churches, Minnesota. 234 See also Protestant Episco- pal, Methodist Episcopal, and Roman Catholic. Escheated property, Delaware . 148 Evangelical Association of North America, Minnesota. 234 Evangelical Lutheran churches, New Jersey 324 New York .... 372, 575 Index. 5S5 Extinct churches. See Church. Fire insurance, churches, Wis- consin 545 Florida, syllabus of laws . . xxviii Constitution 61 Text of revised statutes . . 61 Taxation 558 Free churches, New York . . 365 Friends, Maine 144 Massachusetts 180 New Hampshire .... 294 New Jersey 324 New York 372 Georgia, syllabus of laws . xxviii Constitution 65 Text of statutes .... 65 Taxation 559 German Reformed churches, New Jersey 324 Gifts. See Bequests. Grants. See Bequests. Greek Catholic Church, New York 372 Hearers, register of, Minnesota. 214 Holland Christian Reformed Church, Michigan . . . 209 See also Christian Reformed. Idaho, syllabus of laws . . xxix Constitution 75 Text of revised statutes . . 75 Taxation 559 Illinois, syllabus of laws . . . xxx Constitution 87 Text of revised statutes . . 87 Corporation sole .... 91 Taxation 559 Incorporation, -articles, charters, certificates, etc., Alabama i Arizona 6, 8 Arkansas 10 California . . . . 15, 21, 24 Colorado 26 Connecticut . . . . 35, 41 Delav/are 45 District of Columbia ... 56 Florida 62 Georgia 66 Idaho 76, 84 Illinois 87 Indiana 92, 93, 94, 97, 99, 102 Iowa 106, 109 Kansas 113, 119 Kentucky 123 Louisiana 128 Maine 133, 143 Maryland 147, 153 Massachusetts 163, 172, 174, 177 Michigan 183, 190, 191, 194, 195, 200, 202, 203, 207, 208 Minnesota 211, 217, 220, 229, 230 Mississippi 236 Missouri . . . . 241, 246 Montana . , . 255, 256, 264 Nebraska . 268, 269, 274, 276 Nevada 279 New Hampshire .... 283 New Jersey . . 303,308,318 New Mexico . . , 325, 329 New York 334, 343, 353, 360. 365, 373. 374 North Carolina .... 378 North Dakota . 386, 393, 395 Ohio . 401,409,411,413,418 Oklahoma . . 419, 425, 429 Oregon 432, 434 Pennsylvania . . . 439, 442 Rhode Island 465 South Carolina 473 South Dakota . . . 386, 476 Tennessee . . 479, 481, 484 Texas 487 Utah 497, 501 Vermont 506 Washington 518, 521, 522, 524 Wisconsin . . 535, 540, 543 Wyoming 550 Indian Territory 91 Indiana, syllabus of laws . . . xxx Constitution 92 Text of statutes .... 92 Taxation 559 Introduction vii Iowa, syllabus of laws . . . xxxi Text of statutes .... 105 Taxation 560 Jews, New Jersey 324 586 Religious Corporations. Judicatories. See Presbyteries and Synods. Judicial decisions xiv Kansas, syllabus of laws . . xxxii Constitution '112 Text of statutes . . . .112 Taxation 560 Kentucky, syllabus of laws . xxxii Constitution 120 Text of statutes 121 Schism or division . . . 122 Taxation 561 Lay members, Delaware ... 45 Michigan 182 Pennsylvania 455 Limit on property, etc., Alabama i Alaska 4 Arizona 5 Arkansas 12 California 13, 21 Colorado 31 Connecticut 35i 42 Delaware 46 District of Columbia. . 56, 58 Florida 62 Georgia 68 . Idaho 82, 85 Illinois 89, 90 Indiana . . . 100, 103, 104 Kansas 114 Kentucky . . . . 120, 121 Louisiana . . . . 125, 130 Maine 134, 137 Maryland .... 145, 152 Massachusetts 164, 168, 175, 178 Michigan 181, 183, 193, 201, 203 Minnesota .... 212, 225 Mississippi 238 Missouri 240 Montana 261, 262 Nebraska 274 Nevada 281 New Hampshire . . 286, 290 New Jersey . 296, 303, 316, 317, 318, 322, 362, 366 New Mexico . . . 326, 329 New York . 336, 337, 345, 361, 362, 365, 368 North Carohna . 377, 380, 382 North Dakota . 38 5, 387, 394 Ohio 404 Oklahoma . , 418, 420, 428 Oregon . . 432, 433, 434, 436 Pennsylvania 437, 438, 439, 440, 443, 456, 457, 459, 460,461 , 462 Rhode Island , . . 466, 468 South Carolina . . 472, 474 South Dakota 475 Tennessee . . . . 481, 484 Texas 490 Utah 501 Vermont 507 Virginia 514 Washington. . . . 519, 523 West Virginia 528 Wisconsin . 531, 534, 538, 541 Wyoming 548 Louisiana, syllabus of laws . xxxiii Constitution 125 Text of civil code . . . .125 Text of revised laws . . .128 Taxation 561 Maine, syllabus of laws . . xxxiii Constitution 133 Text of revised statutes . . 133 Taxation 561 Married women, Pennsylvania . 450 Texas 487 Maryland, syllabus of laws . xxxv Constitution 145 Text of statutes 146 Arbitration 153 Minister a member of cor- poration 152 New corporation, by with- drawing members . . .154 Taxation . . . ' . . . . 562 Massachusetts, syllabus of laws xxxvi Constitution 158 Text of statutes . . . .158 Assessments . . . 164, 179 Ministers members of cor- poration 167 Taxation 562 Meeting houses, Connecticut . 38 Maine 135, 138 Massachusetts 163 New Hampshire .... 290 Index. 587 Vermont 507 Methodist Epis. Church, Conn. 44 Massachusetts 180 Michigan 209,210 Minnesota 234 New York 372 Vermont 511 Wisconsin 545 Methodist Episcopal Church South, Florida .... 64 Michigan, syllabus of laws xxxviii Constitution 181 Text of general statutes . . 181 Minister, may be president of corporation . . . .182 Taxation 562 Minister, president of corpora- tion, Michigan . . . .182 Salary of, Minnesota. . . 214 New York 356 Member of corporation, Maryland . . . .152 Massachusetts . . . 167 New Hampshire . . 289 New York . . . 576, 577 Minnesota, syllabus of laws . , xl Constitution 211 Text of statutes . . . .211 Taxation 563 Mission churches. New York . 350 Missionary societies. District of Columbia 58 New York 360 Wisconsin 545 Missionary stations, Alaska . . 4 Oregon 436 Washington. . '. . . , 525 Mississippi, syllabus of laws . . xli Constitution 235 Text of general statutes . . 236 Taxation 563 Missouri, syllabus of laws. . . xlii Constitution 240 Text of revised statutes . . 240 Taxation 563 Montana, syllabus of laws . . xliii Constitution 252 Text of codes and statutes . 252 Taxation 564 Mormon Church, Utah . . . 502 Mortgage, power to, Alabama . 2 Arizona 8 Arkansas 11,12 California 22 Colorado 30 Connecticut 42 Delaware 49 District of Columbia ... 57 Florida 61 Georgia 68 Idaho 85 Illinois 89 Indiana 93 Iowa 105, 106 Kansas 114 Kentucky 123 Louisiana 129 Maine 141, 143 Maryland .... 149, 152 Massachusetts 169 Michigan . . . . 184, 194 Minnesota 2 1 5, 218,221, 224, 225 Mississippi 237 Missouri 242 Montana 265 Nebraska . . . . 271, 276 Nevada 280 New Hampshire .... 286 New Jersey .' . 296,313,321 New Mexico . . . 326, 330 New York .... 346, 366 North Carolina . . 379, 382 North Dakota 394 Ohio 414 Oklahoma . . . . . . 428 Oregon 432 Pennsylvania 463 Rhode Island 467 South Carolina . . 472, 474 South Dakota . . . 394, 475 Tennessee 480 Texas 489 United States, laws for Ter- ritories 4 Utah 502 Vermont 507 Virginia ". .515 Washington . . . 519, 523 588 Religious Corporations. West Virginia 529 Wisconsin . . 532, 538, 541 Wyoming 550 Mortmain. See Bequests. Nebraska, syllabus of laws , . xliv Constitution 267 Text of compiled statutes . 267 Taxation 564 Nevada, syllabus of laws . . . xlv Constitution 279 Text of general statutes . . 279 Taxation 564 New England, parish system . x Religious societies. ... x New Hampshire, syllabus of laws xlv Constitution 282 Text of public statutes . . 283 Meeting houses .... 290 Pews 293 Taxation 565 New Jersey, syllabus of laws. . xlvi Constitution 295 Text of general statutes. . 295 Taxation 565 Union of churches . . . 308 New Mexico, syllabus of laws . xlix Text of compiled laws . . 325 Taxation 566 New York, syllabus of laws, xlix, Ixvi Constitution 333 Text of statutes 333 Taxation 566 North Carolina, syllabus of laws lii Constitution 376 Text of code 376 Taxation 568 North Dakota, syllabus of laws liii Constitution 384 Text of compiled laws . . 384 Taxation 568 Ohio, syllabus of laws , . . . liv Constitution 400 Text of revised statutes . , 400 Taxation 568 Oklahoma, syllabus of laws . . Iv Text of statutes 417 Taxation 5^9 Oregon, syllabus of laws . . . Ivi Constitution 431 Text of laws 431 Taxation 569 Pennsylvania, syllabus of laws . Ivii Constitution 437 Text of statutes .... 438 Taxation 570 Person, definition, New York . 370 Personal property, description, Ivii New York 370 Pews, Connecticut 40 Maine 135, 138 Massachusetts . . . 162, 165 New Hampshire .... 293 New York ...... 366 Vermont 508 Wisconsin 544 Preface iii Presbyteries, incorporation of, California 23 Colorado 29, 33 Indiana 96 Michigan .... 192, 193 Minnesota 222 Montana 264 New Jersey . . . . 317, 320 North Carolina .... 382 Ohio 410 Oregon 433 Wisconsin 543 Presbyterian Church, U. S. A., action on religious free- dom ix Presbyterian churches, Mich- igan 195 New Jersey .... 312,324 New York .... 575, 577 Trustees and session, rela- tions of xvii See, also, Deacons, Elders, Presbyteries, Synods and Trustees. Private corporations . . . . xi Property, methods of holding . xiii Judicial decisions .... xiv Protestant Episcopal Church, Connecticut 44 Delaware 54 Index. 589 District of Columbia . . . 60 Florida 64 Illinois 91 Indiana 104 Maine 144 Maryland 157 Massachusetts 180 Michigan 209 Minnesota 234 Nevada 281 New Jersey . . ... 324 New York 372 Oregon 436 Vermont . . . . . . .511 Wisconsin 545 Proxies, New York 338 Pennsylvania 448 Publishing corporations, Mich- igan 202 New York 360 Ohio 413 Quakers. See Friends. Reformed Dutch Church, Mich- igan 209 New Jersey 324 New York . . . 372, 576, 577 Reformed Episcopal Church, Massachusetts . . .180 Reformed Presbyterian Church, New York . . 372, 576, 577 Religious corporations, defini- tion ........ xii Religious knowledge societies. New York 360 Rhode Island, syllabus of laws, lix Constitution 465 Text of general laws . . . 465 Taxation 570 Roman Catholic Church, Con- necticut 44 Delaware 54 District of Columbia ... 60 Illinois 91 Massachusetts 180 Michigan 209 New Jersey 324 New York 372 Wisconsin 545 Seal, definition 371 Session, controls trustees of Presbyterian churches . xvii Shakers, Connecticut .... 44 Florida 64 New York 372 Societies, ecclesiastical, Con- necticut 36 South Carolina, syllabus of laws lix Constitution 471 Text of revised statutes . . 472 Taxation 571 South Dakota, syllabus of laws. Ix Constitution 475 Text of compiled laws . . 476 Taxation 571 Specific trusts xiv Spiritual officers, cannot be con- trolled by trustees, Kan- sas 119 Texas 493 See also xvii. Sunday-schools, Michigan . . 200 New Jersey 324 New York 350 Sunday-school Assemblies, Min- nesota 234 Swedish Lutheran Evangelical Church, Connecticut . . 44 Synods, incorporation of, Cali- fornia 23 Colorado 29, 33 Indiana 96 Michigan 192 Minnesota 222 Montana 264 New Jersey .... 317, 319 North Carohna .... 382 Ohio 410 Oregon 433 Wisconsin 543 Taxation, exemptions, etc., Ala- bama 555 Arizona 555 Arkansas 556 California 556 Colorado 556 Connecticut 556 Delaware 557 District of Columbia . . . 557 59° Religious Corporations. Florida 558 Georgia 559 Idaho 559 Illinois 559 Indiana 559 Iowa 560 Kansas 560 Kentucky 561 Louisiana 561 Maine 561 Maryland 562 Massachusetts 562 Michigan 562 Minnesota 563 Mississippi 563 Missouri 563 Montana 564 Nebraska 564 Nevada 564 New Hampshire .... 565 New Jersey 565 New Mexico 566 New York 566 North Carolina .... 568 North Dakota 568 Ohio 568 Oklahoma 569 Oregon 569 Pennsylvania 570 Rhode Island 570 South Carolina . . . .571 South Dakota 571 Tennessee 571 Texas 572 Utah 572 Vermont 572 Virginia 572 Washington 573 West Virginia 573 Wisconsin 573 Wyoming 574 Taxes. See Assessments. Tennessee, syllabus of laws . . Ix Constitution 478 Text of code 478 Taxation 571 Territories, Federal laws affect- ing 5 Tests, religious, not permitted . viii Texas, syllabus of laws . . . Ix Constitution 486 Text of statutes .... 487 Taxation 572 Trustees, chosen according to church or denominational rules, Arizona .... 7 Arkansas 12 California 21, 23 Colorado 26, 29, 33 Connecticut 43 District of Columbia ... 56 Georgia 70 Idaho 84 IlUnois 87 Indiana 9^, 99 Iowa no Maryland 152 Massachusetts 167 Michigan 191, 192, 195, 201, 204 Minnesota . . . . 216, 222 Mississippi 239 Missouri 246 Montana 264 Nebraska 269 Nevada 279 New Hampshire .... 289 New Jersey . . . . 317.319 New York . 343, 373, 576, 577 North Carolina .... 382 North Dakota 395 Ohio 410 Oklahoma 430 Oregon 433, 434 South Dakota 476 Tennessee 484 Texas 493 Utah 501 Virginia 516 Wisconsin .... 538, 543 Wyoming 549 Trustees, not to interfere with spiritual officers, Kansas, 119 Texas 493 Powers of in general . . xvi And spiritual officers, rela- tions of xvii Of Presbyterian churches, subject to session . . , xvii Index. 591 As the corporation. See Corporation, Trustees. Trusts, not allowed to fail . . xv Trusts, specific xiv Tythingmen, Connecticut . . 38 Unincorporated church, defini- tion 343 Rights of property . , . xiv Louisiana 127 Massachusetts 168 Minnesota 227 New Hampshire .... 288 New York .... 357, 576 North Carolina .... 383 Oklahoma 429 Pennsylvania 459 South Carolina 474 Wyoming 554 Union churches, New York . . 372 See also Churches, Union of. United Brethren in Christ, New York 372 U. S. Congress, laws for the Territories 5 Missionary stations ... 4 U. S. Supreme Court, decision on religious freedom . . viii Decision as to trustees and session xvii Utah, syllabus of laws . . . Ixi Constitution 495 Text of compiled laws . . 497 Taxation 572 Vermont, syllabus of laws . . Ixii Constitution 503 Text of revised laws . . . 504 Pews 508 Rents of town lands . . . 505 Taxation 572 Virginia, syllabus of laws . . Ixiii Constitution 512 Text of code 512 Divided congregation . .513 No charters for churches . 512 Taxation 572 Voting, cumulative. See Cumu- laiive. Washington, syllabus of laws . Ixiii Constitution 517 Text of general statutes . 518 Taxation 573 West Virginia, syllabus of laws Ixiv Constitution 526 Text of code 527 , No charters for churches . 526 Taxation 573 Wills. See Wisconsin. Wisconsin, syllabus of laws . . Ixiv Constitution .....*. 530 Text of annotated statutes . 531 Corporations to carry out wills 534 Taxation 573 Worship, disturbance of . . . 574 Freedom of viii Wyoming, syllabus of laws . . Ixv Constitution 546 Text of revised statutes . . 547 Taxation 574 Young Men's Christian Associ- ations, New Jersey . . . 324 Michigan 209 Minnesota 234 Pennsylvania 464 Date Due r **,*— #'»-^=^. ^^^,,,^^^% ^§i8^- W* ' u $